Exhibit 10.8
	 	 
	 	 
	 	 
	 	Location: Dozza, Italy

      Unit No.: 15058
	 	 




	DAYS INN SYSTEM

      LICENSE AGREEMENT




                THIS
LICENSE AGREEMENT (“Agreement”), dated 1 March, 2004, is between DAYS MASTER ITALIA S.p.a.,
an Italian company with liability limited by stock, (“we”, “our” or “us”),
and HOSPITALIA S.p.a., an Italian company with liability limited by stock (“you”). The
definitions of capitalized terms are found in Appendix A. In consideration of the following mutual
promises, the parties agree as follows:

1.   License.
    We have the right to license and franchise to you the distinctive
  “Days Inn” System for providing transient guest lodging services for
  any location we approve in the Territory. We grant to you and you accept the
  License, effective and commencing on the Opening Date and ending on the earliest
  to occur of the Term’s expiration or a Termination. You will call the Facility
  a “Days Inn”. You may adopt additional or secondary designations for
  the Facility with our prior written consent, which we may withhold, condition,
  or withdraw on written notice in our sole discretion.

2.   Days Inns Franchisee Advisory Association. We participate on your behalf in the Days Inn Franchisee Advisory Association, a Delaware, U.S.A. corporation
that is the organization of Days Inn System licensees, in accordance with the Bylaws and Certificate
of Incorporation of the Association, as amended.

3.   Your Improvement and Operating Obligations.  Your obligations to improve, operate and maintain the Facility are:

3.1  Improvements.  

          You must provide us with proof that you own or lease the Facility before or within 30 days after the
Effective Date. 

          You must begin renovation of the Facility no later than sixty (60) days after the date when You will
receive from us our approval together with the Punch List substantially similar to that attached
to this Agreement. 

          The deadline for completing the pre-opening phase of conversion and renovation, when the Facility must
score at least 400 points (or equivalent score) under our quality assurance inspection system and
be ready to open for business under the System, is one hundred twenty (120) days after the Effective
Date. 

          All renovations will comply with Territory System Standards, any Approved Plans and any Punch List
approved by us. 

          Your general contractor or you must carry the insurance required under this Agreement during renovation.


          You must complete the pre-opening renovation specified on the Punch List and the Facility must pass
its pre-opening quality assurance inspection with a score of at least 400 points (or equivalent)
before we consider the Facility to be ready to open under the System. 

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          You must continue renovation and improvement of the Facility after the Opening Date as the Punch List
requires so that the Facility scores at least 425 points (or equivalent) on a quality assurance inspection
within nine (9) months after the Opening Date. 

          We may, in our sole discretion, terminate this Agreement by giving written notice to you (subject to
applicable law) if :

          (1) you do not commence or complete the pre-opening or post-opening improvements of the Facility by
the dates specified in this Section, or 

          (2) you prematurely identify the Facility as a Chain Facility or begin operation under the System name
described in Schedule B in violation of Section 3.3 and you fail to either complete the pre-opening
Improvement Obligation or cease operating and/or identifying the Facility under the Marks and System
within five days after we send you written notice of default. 

          Time is of the essence for the Improvement Obligation. We may, however, in our sole discretion, grant
one or more extensions of time to perform any phase of the Improvement Obligation. You will pay us
a non-refundable extension fee of € 50.00 (fifty /00) per room for each day of any extension
of the deadline for completing pre-opening improvements. This fee will be payable to us after each
30 days of the extension. You will pay us the balance of the extension fee outstanding when the Facility
opens under the System 10 days after the Opening Date. The grant of an extension will not waive any
other default existing at the time the extension is granted. 

3.2  Improvement Plans.  You will create plans and specifications for the work described in Section 3.1 (based upon the
Territory System Standards and this Agreement) if we so request and submit them for our approval
before starting improvement of the Location. We will not unreasonably withhold or delay our approval,
which is intended only to test compliance with Territory System Standards, and not to detect errors
or omissions in the work of your architects, engineers, contractors or the like. Our review does
not cover technical, architectural or engineering factors, or compliance with federal, state or local
laws, regulations or code requirements. We will not be liable to your lenders, contractors, employees,
guests, others, or you on account of our review or approval of your plans, drawings or specifications,
or our inspection of the Facility before, during or after renovation or construction. Any material
variation from the Approved Plans requires our prior written approval. You will promptly provide
us with copies of permits, job progress reports, and other information as we may reasonably request.
We may inspect the work while in progress without prior notice.

3.3  Pre-Opening.   You may identify the Facility as a Chain Facility prior to the Opening Date, or commence
operation of the Facility under a Mark and using the System, only after first obtaining our approval
or as permitted under and strictly in accordance with the Territory System Standards Manual. If you
identify the Facility as a Chain Facility or operate the Facility under a Mark before the Opening
Date without our express written consent, then in addition to our remedies under Sections 3.1 and
11.2, you will begin paying the Royalty to us, as specified in Section 7.1, from the date you identify
or operate the Facility using the Mark. We may delay the Opening Date until you pay the Royalty accruing
under this Section.

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3.4  Operation.   You will operate and maintain the Facility continuously after the Opening Date on a year-round
basis as required by Territory System Standards and offer transient guest lodging and other related
services of the Facility (including those specified on Schedule B) to the public in compliance with
the law and Territory System Standards. You will keep the Facility in a clean, neat, and sanitary
condition. You will clean, repair, replace, renovate, refurbish, paint, and redecorate the Facility
and its FF&E as and when needed to comply with Territory System Standards. The Facility will
accept payment from guests by all credit and debit cards we designate in the Territory System Standards
Manual. You may add to or discontinue the amenities, services and facilities described in Schedule
B, or lease or subcontract any service or portion of the Facility, only with our prior written consent
which we will not unreasonably withhold or delay. Your front desk operation, telephone system, parking
lot, swimming pool and other guest service facilities may not be shared with or used by guests of
another lodging or housing facility.

3.5  Training.   You (or a person with executive authority if you are an entity) and the Facility’s
manager will attend the training programs described in Section 4.1 we designate as mandatory for
licensees or managers, respectively. You will train or cause the training of all Facility personnel
as and when required by Territory System Standards and this Agreement. You will pay for all travel,
lodging, meals and compensation expenses of the people you send for training programs, the cost of
training materials and other reasonable charges we may impose for training under Section 4.1. You
will direct the Facility staff to attend Property Opening Training and reimburse us for our expenses
for the training as discussed in Section 4.1.2.

3.6     Marketing.   You will participate in System marketing programs, including the Directory and the Reservation
System. You will obtain and maintain the computer and communications service and equipment we specify
to participate in the Reservation System. You will comply with our rules and standards for participation,
and will honor reservations and commitments to guests and travel industry participants. You may implement,
at your option and expense, your own local advertising. Your advertising materials must use the Marks
correctly, and must comply with Territory System Standards or be approved in writing by us prior
to publication. You will stop using any non-conforming, out-dated or misleading advertising materials
if we so request. 

3.6.1 You may participate in any regional marketing, training or management alliance or cooperative
of Chain licensees formed to serve the Chain Facilities in your area. We may assist the cooperative
collect contributions. You may be excluded from cooperative programs and benefits if you don’t
participate in all cooperative programs according to their terms, including making payments and contributions
when due.

3.7  Governmental Matters.  You will obtain as and when needed all governmental permits, licenses and consents required
by law to construct, acquire, renovate, operate and maintain the Facility and to offer all services
you advertise or promote. You will pay when due or properly contest all state and local payroll,
withholding, unemployment, beverage, permit, license, property, ad valorem and other taxes, assessments,
fees, charges, penalties and interest, and will file when due all governmental returns, notices and
other filings.

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3.8  Inspections and Audits.  You will permit our representatives to perform quality assurance inspections of the Facility
and audit your financial and operating books and records (including tax returns) particularly those
relating to the Facility and any related business, with or without prior notice of the inspection
or audit. Our inspections are solely for the purposes of checking compliance with Territory System
Standards and this Agreement and will be performed in accordance with the provisions of the Italian
and E.U. “Privacy” Laws. In consequence you have the right not to disclose any operating
books and records that in your opinion are not fitting those purposes and provisions. The inspections
and audits will commence during normal business hours, although we may observe Facility operation
and accounting activity at any time. You, the Facility staff and your other agents and employees
will cooperate with our inspectors and auditors in the performance of their duties. You will pay
us any underpayment of, and we will pay you or credit your Recurring Fee account for any overpayment
of, Recurring Fees discovered by an audit. If the Facility does not pass an inspection, you refuse
to cooperate with our inspectors or our auditors when they arrive for an audit at a time scheduled
at least 3 business days in advance or the audit reveals that you paid us less than 97% of the correct
amount of Recurring Fees for a fiscal year or longer, you will pay us the Audit Fee described in
Section 4.8, or the reasonable costs of travel, lodging and meal expenses for reinspection and any
reinspection fee we may impose. We may publish or disclose the results of quality assurance inspections
under the provision of the Italian and E.U. “Privacy” Laws. 

3.9  Reports and Accounting.  You will prepare and submit timely monthly reports containing the information we require about
the Facility’s performance during the preceding month. You will prepare and submit other reports
and information about the Facility as we may reasonably request from time to time or in the Territory
System Standards Manual. You will prepare and maintain any reports required under the Territory System
Standards Manual in the Facility’s property management or reservation computer system, including
the name and address of Facility guests, if collected, and send them to us or allow us to access
them by means of a telephone datalink. You will allow us access to the reports and data stored on
the Facility’s property management or reservation computer system via telephone, provided that
we will not unreasonably interfere with normal functioning of the property management or reservation
computer system. You will maintain accounting books and records in accordance with the Italian generally
accepted accounting principles, as amended, subject to this Agreement and other reasonable accounting
standards we may specify from time to time. You will prepare and submit to us if we so request your
annual and semi-annual financial statements. We do not require that your financial statements be
independently audited, but you will send us a copy of your audited statements if you have them audited
and we ask for them.

3.10  Insurance.   You will obtain and maintain during the Term of this Agreement the insurance coverage
required under the Territory System Standards Manual from insurers meeting the standards established
in the Manual. Unless we instruct you otherwise, your liability insurance policies will name us,
Days Inns of America, Inc., Cendant Corporation, Cendant Finance Holding Corporation, Cendant Global
Services, Inc., Cendant Global Services B.V., and their successors and assigns as additional insureds.


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3.11  Conferences.
    You (or your representative with executive authority if you are
  an entity) will attend each annual Chain conference and pay the Conference Fee
  we set for the Chain licensees, if and when we determine to hold an annual Chain
  conference. Mandatory recurrent training for licensees and managers described
  in Section 4.1.3 may be held at a conference. The Fee will be the same for all
  Chain Facilities that we license. You will receive reasonable notice of a Chain
  conference. 

3.12  Purchasing.   You will purchase or obtain certain items we designate as proprietary or that bear Marks,
such as signage, only from suppliers we approve. You may purchase any other items for the Facility
from any competent source you select, so long as the items meet or exceed Territory System Standards.


3.13  Good Will.   You will use reasonable efforts to protect, maintain and promote the name “Days Inn”
and its distinguishing characteristics, and the other Marks. You will not permit or allow your officers,
directors, principals, employees, representatives, or guests of the Facility to engage in conduct
which is unlawful or damaging to the good will or public image of the Chain or System. You will participate
in Chain-wide guest service and satisfaction guaranty programs we require in good faith for all Chain
Facilities. You will follow Territory System Standards for identification of the Facility and for
you to avoid confusion on the part of guests, creditors, lenders, investors and the public as to
your ownership and operation of the Facility, and the identity of your owners. 

3.14  Facility Modifications. You may materially modify, diminish or expand the Facility (or change its interior design, layout,
FF&E, or facilities) only after you receive our prior written consent, which we will not unreasonably
withhold or delay. You will pay our Rooms Addition Fee then in effect for each guest room you add
to the Facility. If we so request, you will obtain our prior written approval of the plans and specifications
for any material modification, which we will not unreasonably withhold or delay. You will not
open to the public any material modification until we inspect it for compliance with the Approved
Plans and Territory System Standards.

3.15  Courtesy Lodging. You will provide lodging at the “Employee Rate” established in the Territory System Standards
Manual from time to time (but only to the extent that adequate room vacancies exist) to our representatives
traveling on business, but not more than three standard guest rooms at the same time.

3.16  Minor Renovations. Beginning three years after the Opening Date, we may issue a “Minor Renovation Notice” to
you that will specify reasonable Facility upgrading and renovation requirements (a “Minor Renovation”)
to be commenced no sooner than 60 days after the notice is issued, having an aggregate cost for labor,
FF&E and materials estimated by us to be not more than the Minor Renovation Ceiling Amount. You
will perform the Minor Renovations as and when the Minor Renovation Notice requires. We will not
issue a Minor Renovation Notice within three years after the date of a prior Minor Renovation Notice,
or if the three most recent quality assurance inspection scores of the Facility averaged at least
425 points or equivalent and the most recent quality assurance inspection score for the Facility
was at least 400 points or equivalent when the Facility is otherwise eligible for a Minor Renovation.

4.   Our Operating and Service Obligations.  We will provide you with the following services and assistance:

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4.1  Training.   We will offer hospitality management training, property opening, recurrent training and
supplemental training.

4.1.1  Management Training.  Between 60 days before and 60 days after the projected Opening Date, we will provide (subject
to space availability), and you or a person with executive authority if you are an entity and a Facility
manager (usually the general manager) must complete, a training program to our satisfaction. The
training program will be held at a location in the Territory or in the United States we designate,
will not exceed two weeks in duration, and will cover such topics as Territory System Standards,
services available from us, and operating a Chain Facility. We may charge you a reasonable fee for
materials for each manager trainee. Any replacement general manager of the Facility must complete
the training program within the time specified in the Territory System Standards Manual. No tuition
will be charged for your first participation in this training but you must pay for your representative’s
travel, lodging, meals, incidental expenses, compensation and benefits. We may charge you reasonable
tuition for training for replacement general managers.

4.1.2  Property Opening Training.  We will provide at the Facility or another agreed location a “Property Opening Training”
program (at our discretion as to length and scheduling) to assist you in opening the Facility. There
is no tuition for the Property Training Program. However, you will provide our representatives with
lodging during the Program and pay us a fee of € 300.00 (three hundreds /00) on daily basis
to offset our representatives’ travel, meal and other out-of-pocket expenses. 

4.1.3 Recurrent Training.  We will provide training for you and the Facility’s manager if we determine that additional
training for licensees and managers is necessary from time to time. Training will be held in our
Territory or DIA’s U.S. training center or other locations. You will pay for your representative’s
travel, lodging, meals, incidental expenses, compensation and benefits for this training. This training
may be held in conjunction with a Chain conference.

4.1.4 Supplemental Training.  We may offer optional training programs without charge or for tuition. There is usually a tuition
charge for additional training which is provided to you or your staff at your request. We may offer
or sell to you video tapes, computer discs or other on-site training aids and materials, or require
you to buy them at reasonable prices. 

4.1.5 Licensee Orientation Training.  We will conduct, and you (or a person with executive authority if you are an entity) will attend
an orientation program to familiarize you with the System, the Chain, and our services in a location
we designate, before or within 30 days after the Opening Date. The program will be no longer than
three days. There will be no tuition charged but you will pay for the travel, lodging and meals of
the persons who attend the program. If you become the licensee of additional Chain Facilities after
you attend the program one time, attendance will be at your option.

4.1.6 We may charge
  you a reasonable cancellation fee if you cancel your training program commitments
  or reservations within 30 days (or such shorter period as we may specify) before
  the start of any training program at which you or your representative has a
  reservation. We may charge
  you tuition for your representatives to attend mandatory sessions other than
  those people we require to attend the training and fees for instructional materials.
  

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4.2  Reservation System.  We will operate and maintain (directly or by contracting with Global Services or an affiliate
or one or more third parties) a computerized Reservation System or such technological substitute(s)
as Global Services or DIA may determine, in their discretion. The Basic Reservation Charge for the
acquisition, development, support, equipping, maintenance, improvement and operation of the Reservation
System. We will provide software maintenance for the software we license to you to connect to the
Reservation System if your Recurring Fee payments are up to date. The Facility will participate in
the Reservation System, commencing with the Opening Date for the balance of the Term. We have the
right to provide reservation services to lodging facilities other than Chain Facilities or to other
parties. We will not offer callers to our general consumer toll free reservation telephone number
in the United States the opportunity to make reservations for other lodging chains. We may offer
any caller to our reservation telephone number in the Territory the opportunity to make reservations
for other lodging facilities if there is no space available, or there is no Chain Facility, at the
desired location of the caller.

4.3   Marketing.

4.3.1  We, Global Services and DIA will promote public awareness and usage of Chain Facilities
by implementing advertising, promotion, publicity, market research and other marketing programs,
training programs and related activities, and the production and distribution of publications and
Directories. These parties will determine in their discretion: (i) The nature and type of media placement;
(ii) The allocation (if any) among international, national, regional and local markets; and (iii)
The nature and type of advertising copy, other materials and programs. These parties or their affiliates
may be reimbursed for the reasonable direct and indirect costs, overhead or other expenses of providing
marketing services from Royalties or other fees collected for marketing. We are not obligated to
supplement or advance funds available from Chain licensees in the Territory to pay for marketing
activities. We do not promise that the Facility or you will benefit directly or proportionately from
marketing activities.

4.3.2  We may, at our discretion, implement or participate in special international, national,
regional or local promotional programs (which may or may not include the Facility) and may make available
to you (to use at your option) media advertising copy and other marketing materials for prices which
reasonably cover the materials’ direct and indirect costs.

4.3.3.  We will cause DIA to include the Facility in the Chain Directory after it opens if you
submit the information we request on time, and you are not in default under this Agreement at the
time we must arrange for publication. We will supply Directories to you for display at locations
specified in the Territory System Standards Manual or policy statements. We may assess you a reasonable
charge for the direct and indirect expenses (including overhead) of producing and delivering the
Directories on the same basis as we assess other Chain licensees in the Territory.


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4.4  Purchasing.
    We may offer optional assistance to you with purchasing items used
  at or in the Facility. Our affiliates may offer this service on our behalf.
  We may restrict the vendors authorized to sell proprietary or Mark-bearing items
  in order to control quality, provide for consistent service or obtain volume
  discounts. We will maintain and provide to you lists of suppliers approved to
  furnish Mark-bearing items, or whose products conform to Territory System Standards.

4.5  The System.   We will control and establish requirements for all aspects of the System in the Territory,
subject to Section 17.7.1. We may, in our discretion, change, delete from or add to the System, including
any of the Marks or Territory System Standards, in response to changing market conditions. We may,
in our discretion, permit deviations from Territory System Standards, based on local conditions and
our assessment of the circumstances.

4.6  Consultations and Standards Compliance.  We will assist you to understand your obligations under Territory System Standards by telephone,
mail, during quality assurance inspections, through the Territory System Standards Manual, at training
sessions and during conferences and meetings we conduct. We will provide telephone and mail consultation
on Facility operation and marketing through our representatives.

4.7  Territory System Standards Manual and Other Publications.  We will specify Territory System Standards in the Territory System Standards Manual, policy
statements or other publications. We will lend you one copy of the Territory System Standards Manual
promptly after we sign this Agreement. We will send you any Territory System Standards Manual revisions
and/or supplements as and when issued. We will send you all other publications for Chain licensees
in the Territory and all separate policy statements in effect from time to time. 

4.8  Inspections and Audits. We have the unlimited right to conduct unannounced quality assurance inspections of the Facility and
its operations, records and Mark usage to test the Facility’s compliance with Territory System
Standards and this Agreement, and the audits described in Section 3.8. We have the unlimited right
to reinspect if the Facility does not achieve the score required on an inspection. We may impose
a reinspection fee and will charge you for our costs as provided in Section 3.8. You will pay us
an “Audit Fee” of € 1,000.00 (one thousand /00) on daily basis when we invoice you
for an Audit Fee under Section 3.8. Effective any time after December 31, 2005 we may increase the
Audit Fee on a Territory-wide basis to cover any increases in our audit costs on the basis of the
fluctuation of Central Statistics Institute of Italy (ISTAT) Index, basis the last day of the month
of the Effective Date. Our inspections are solely for the purposes of checking compliance with Territory
System Standards and this Agreement and will be performed in accordance with the provisions of the
Italian and E.U. “Privacy” Laws. In consequence you have the right not to disclose any
operating books and records that in your opinion are not fitting those purposes and provisions. 

5.   Term.   The Term begins on the Effective Date and expires on the day prior to the fifteenth anniversary
of the Opening Date. Some of your duties and obligations will survive termination or expiration of
this Agreement. NEITHER PARTY HAS RENEWAL RIGHTS OR OPTIONS.


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6.
    Initial Fees.    

6.1  Application and Initial Fees.  You will pay us a non-refundable Initial Fee in the amount of € 7,600.00 (seven thousands
six hundreds /00) plus VAT, within sixty (60) days from the Effective Date.

7.   Recurring Fees and Interest.   

7.1  You
  will pay us certain “Recurring Fees” in currency ten days after the
  month in which they accrue, without billing or demand. Recurring Fees include
  the following:

7.1.1  A “Royalty” equal to one and two-half percent (2.5 %) plus VAT when due of Gross Room Revenues of the Facility
accruing during the calendar month, accrues from the earlier of the Opening Date or the date you
identify the Facility as a Chain Facility or operate it under a Mark until the end of the Term.

7.1.2  A “Marketing Contribution” equal to one percent (1 %) plus VAT of Gross
Room Revenues accruing during the calendar month, beginning when the Royalty does.

7.1.3 “Reservation System User Fee” including a “Basic Reservation Charge” for participation in and availability of the Reservation System as set forth in Schedule C,
and the charges and fees referred to in Schedule C or Section 4.2 of this Agreement, accrues from
the Opening Date until the end of the Term, including during suspension periods. We reserve the right
to increase or modify the Reservation System User Fees for all Chain Facilities, and to add other
fees and charges for new services, at our sole discretion as to amount or formula, from time to time,
but with at least 30 days prior written notice, by substituting a new Schedule C or otherwise, to
reflect changes in the fully allocated costs of providing Reservation System-related services, and
to add, drop or modify the types of reservation services we offer. You will also pay or reimburse
us for travel and other agent commissions paid for certain reservations at the Facility and a “GDS
Fee” levied to pay for reservations for the Facility originated or processed through the Global
Distribution System, the Internet and other reservation systems and networks. We may charge a reasonable
service fee for this service. Days Inn Facilities outside the Territory may be charged for reservation
service using a different formula. 

7.3  “Interest” is payable when you receive our invoice on any past due amount payable to us under this Agreement
at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less,
accruing from the due date until the amount is paid.

7.4  If a transfer occurs, your transferee or you will pay us our then current Application
Fee and a “Relicense Fee” equal to the Initial Fee we would then charge a new licensee for the Facility.


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8.  
  Indemnifications.   

8.1  Independent
  of your obligation to procure and maintain insurance, you will indemnify, defend
  and hold the Indemnitees harmless, to the fullest extent permitted by law, from
  and against all Losses and Expenses, incurred by any Indemnitee for any investigation,
  claim, action, suit,
  demand, administrative or alternative dispute resolution proceeding, relating
  to or arising out of any transaction, occurrence or service at, or involving
  the operation of, the Facility,
  any breach or violation of any contract or any law, regulation or ruling by,
  or any act, error or omission (active or passive) of, you, any party associated
  or affiliated with you or any of the owners, officers, directors, employees,
  agents or contractors of you or your affiliates, including when you are alleged
  or held to be the actual, apparent or ostensible agent of the Indemnitee, or
  the active or passive negligence of any Indemnitee is alleged or proven. You
  have no obligation to indemnify an Indemnitee for damages to compensate for
  property damage or personal injury if a court of competent jurisdiction makes
  a final decision not subject to further appeal that the Indemnitee engaged in
  willful misconduct or intentionally caused such property damage or bodily injury.
  This exclusion from the obligation to indemnify shall not, however, apply if
  the property damage or bodily injury resulted from the use of reasonable force
  by the Indemnitee to protect persons or property.

8.2  You will respond promptly to any matter described in the preceding paragraph, and defend
the Indemnitee. You will reimburse the Indemnitee for all costs of defending the matter, including
reasonable attorneys’ fees, incurred by the Indemnitee if your insurer or you do not assume
defense of the Indemnitee promptly when requested, or separate counsel is appropriate, in our discretion,
because of actual or potential conflicts of interest. We must approve any resolution or course of
action in a matter that could directly or indirectly have any adverse effect on us or the Chain,
or could serve as a precedent for other matters. 

9.  Your
  Assignments, Transfers and Conveyances.

9.1  Transfer
  of the Facility.  This Agreement is personal to you (and your owners
  if you are an entity). We are relying on your experience, skill and financial
  resources (and that of your owners and the guarantors, if any) to sign this
  Agreement with you. You may finance the Facility and grant a lien, security
  interest or encumbrance on it without notice to us or our consent. You may transfer
  this Agreement only with our prior written consent. If a Transfer is to occur,
  the transferee or you must give us prior written notice of any proposed Transfer with
  the procedures specified in Section 9.6. Transactions involving Equity
  Interests that are not Equity Transfers do not require our consent and are not
  Transfers.

9.3  Conditions.  If a Transfer is to occur, We may ask You, and your owners, a guarantee for the payment of all
amounts then owed to us and our affiliates by you, your owners, your affiliates, the transferee,
its owners and affiliates, under this Agreement or otherwise. If We ask for the above guarantee,
the transaction will not be effective until this conditions are satisfied. 

9.4  Permitted Transferee Transactions.  You may transfer an Equity Interest or effect an Equity Transfer to a Permitted Transferee without
obtaining our consent.

9.5  Attempted Transfers. Any transaction requiring our consent under this Section 9 in which our consent is not first obtained
shall be void, as between you and us. You will continue to be liable for payment and performance
of your obligations under this Agreement until we terminate this Agreement, all your financial obligations
to us are paid and all System identification is removed from the Facility.

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9.6  Notice of Transfers.  You will give us at least 30 days prior written notice of any proposed Transfer or Permitted
Transferee transaction. You will notify us when you sign a contract to Transfer the Facility and
10 days before you intend to close on the transfer of the Facility. We will respond to all requests
for our consent and notices of Permitted Transferee transactions within a reasonable time not to
exceed 30 days. You will notify us in writing within 30 days after a change in ownership of 25% or
more of your Equity Interests that are not publicly held or that is not an Equity Transfer, or a
change in the ownership of the Facility if you are not its owner. You will provide us with lists
of the names, addresses, and ownership percentages of your owner(s) at our request. 

10.   Our Assignments.  We may assign, delegate or subcontract all or any part of our rights and duties under this Agreement,
including by operation of law, without notice and without your consent. We will have no obligations
to you after you are notified that our transferee has assumed our obligations under this Agreement
except those that arose before we assign this Agreement.

11.   Default and Termination.

11.1  Default.   In addition to the matters identified in Section 3.1, you will be in default under this
Agreement if (a) you do not pay us when a payment is due, (b) you do not perform any of your other
obligations when this Agreement and the Territory System Standards Manual require, or (c) if you
otherwise breach this Agreement. If your default is not cured within ten days after you receive written
notice from us that you have not filed your monthly report, paid us any amount that is due or breached
your obligations regarding Confidential Information, or within 30 days after you receive written
notice from us of any other default (except as noted below), then we may terminate this Agreement
by written notice to you under Section 11.2. We will not exercise our right to terminate if you have
completely cured your default, or until any waiting period required by law has elapsed. In the case
of quality assurance default, if you have acted diligently to cure the default but cannot do so and
have entered into a written improvement agreement with us within 30 days after the failing inspection,
you may cure the default within 90 days after the failing inspection. We may terminate the License
if you do not perform that improvement agreement.

11.2  Termination.
    We may terminate the License, or this Agreement if the Opening Date
  has not occurred, effective when we send written notice to you or such later
  date as required by law or as stated in the default notice, when (1) you do
  not cure a default as provided in Section 11.1 or we are authorized to terminate
  under Section 3.1, (2) you discontinue operating the Facility as a “Days
  Inn”, (3) you do or perform, directly or indirectly, any act or failure
  to act that in our reasonable judgment is or could be injurious or prejudicial
  to the goodwill associated with the Marks or the System, (4) you lose possession
  or the right to possession of the Facility, (5) you (or any guarantor) suffer
  the termination of another license or franchise agreement with us or one of
  our affiliates, (6) you intentionally maintain false books and records or submit
  a materially false report to us, (7) you (or any guarantor) generally fail to
  pay debts as they come due in the ordinary course of business, (8) you, any
  guarantor or any of your owners or agents misstated to us or omitted to tell
  us a material fact to obtain or maintain this Agreement with us, (9) you receive
  two or more notices of default from
  us in any one year period (whether or not you cure the defaults), (10) a violation
  of Section 9 occurs, or a Transfer occurs before the relicensing process is
  completed, (11) you or any of your Equity Interest owners contest in court the
  ownership or right to franchise or license all or any part of the System or
  the validity of any of the Marks, (12) subject to applicable laws affecting
  the rights of creditors, you, any guarantor or the Facility is subject to any
  voluntary or involuntary bankruptcy, liquidation, dissolution, receivership,
  assignment, reorganization, moratorium, composition or a similar action or proceeding
  that is not dismissed within 60 days after its filing, or (13) you maintain
  or operate the Facility in a manner that endangers the health or safety of the
  Facility’s guests.


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11.3  Casualty and Condemnation.  

11.3.1  You will notify us promptly after the Facility suffers a Casualty that prevents you
from operating in the normal course of business, with less than 75% of guest rooms available. You
will give us information on the availability of guest rooms and the Facility’s ability to honor
advance reservations. You will tell us in writing within 60 days after the Casualty whether or not
you will restore, rebuild and refurbish the Facility to conform to Territory System Standards and
its condition prior to the Casualty. This restoration will be completed within 180 days after the
Casualty. You may decide within the 60 days after the Casualty, and if we do not hear from you, we
will assume that you have decided, to terminate this Agreement, effective as of the date of your
notice or 60 days after the Casualty, whichever comes first. If this Agreement so terminates, you
will pay all amounts accrued prior to termination and follow the post-termination requirements in
Section 13. You will not be obligated to pay Liquidated Damages if the Facility will no longer be
used as an extended stay or transient lodging facility after the Casualty. 

11.3.2  You will notify us in writing within 10 days after you receive notice of any proposed
Condemnation of the Facility, and within 10 days after receiving notice of the Condemnation date.
This Agreement will terminate on the date the Facility or a substantial portion is conveyed to or
taken over by the condemning authority. 

11.4  Our Other Remedies. We may suspend the Facility from the Reservation System for any default or failure to pay or perform
under this Agreement, discontinue Reservation System referrals to the Facility for the duration of
such suspension, and may divert previously made reservations to other Chain Facilities after giving
notice of non-performance, non-payment or default. All Reservation System User Fees accrue during
the suspension period. We may deduct points under our quality assurance inspection program for your
failure to comply with this Agreement or Territory System Standards. Reservation service will be
restored after you have fully cured any and all defaults and failures to pay and perform. We may
omit the Facility from the Directory if you are in default on the date we must determine which Chain
Facilities are included in the Directory. You recognize that any use of the System not in accord
with this Agreement will cause us irreparable harm for which there is no adequate remedy at law,
entitling us to injunctive and other relief. We may litigate to collect amounts due under this Agreement
without first issuing a default or termination notice. Our consent or approval may be withheld if
needed while you are in default under this Agreement or may be conditioned on the cure of all your defaults.

License Agreement Dozza - 12






12.   Liquidated Damages.

12.1  Generally.
    If we terminate the License under Section 11.2, or you terminate
  this Agreement (except under Section 11.3 or as a result of our default which
  we do not cure within a reasonable time after written notice), you will pay
  us within 30 days following the date
  of termination, as Liquidated Damages, an amount equal to the sum of accrued
  Royalties and Basic Reservation Charges during the immediately preceding 24
  full calendar months (or the number of months remaining in the unexpired Term
  at the date of termination, whichever is less). If the Facility has been open
  for less than 24 months, then the amount shall be the average monthly Royalties
  and Basic Reservation Charges since the Opening Date multiplied by 24. You will
  also pay any applicable Taxes assessed on such payment. Liquidated Damages will
  not be less than the product of € 200.00 (two hundreds /00) multiplied
  by the number of guest rooms in the Facility. If we terminate this Agreement
  under Section 3 before the Opening Date, you will pay us within 10 days after
  you receive our notice of termination Liquidated Damages equal to one-half the
  amount payable for termination under Section 11.2. Liquidated Damages are paid
  in place of our claims for lost future Recurring Fees under this Agreement.
  Our right to receive other amounts due under this Agreement is not affected.


12.2  Condemnation
  Payments.  In the event a Condemnation is to occur, you will pay us
  the fees set forth in Section 7 for a period of one year after we receive the
  initial notice of condemnation described in Section 11.3.2, or until the Condemnation
  occurs, whichever is longer. You will pay us Liquidated Damages equal to the
  average daily Royalties and Basic Reservation Charges for the one year period
  preceding the date of your condemnation notice to us multiplied by the number
  of days remaining in the one year notice period if the Condemnation is completed
  before the one year notice period expires. This payment will be made within
  30 days after Condemnation is completed (when you close the Facility or you
  deliver it to the condemning authority). You will pay no Liquidated Damages
  if the Condemnation is completed after the one year notice period expires, but
  you must pay the fees set forth in Section 7 when due until Condemnation is
  completed. 

13.   Your Duties At and After Termination.  When the License or this Agreement terminates for any reason whatsoever:

13.1  System Usage Ceases.  You will immediately stop using the System to operate and identify the Facility. You will remove
all signage and other items bearing any Marks and follow the other steps detailed in the Territory
System Standards Manual for changing the identification of the Facility. You will promptly paint
over or remove the Facility’s distinctive System trade dress, color schemes and architectural
features.

13.2  Other
  Duties.  You will pay all amounts owed to us under this Agreement within
  10 days after termination. You will owe us Recurring Fees on Gross Room Revenues
  accruing while the Facility is identified as a “Days Inn”, including
  the Reservation System User Fees for so long as the Facility receives service
  from the Reservation System. We may immediately remove the Facility from the
  Reservation System and divert reservations as authorized in Section 11.4. We
  shall have the right, but not the obligation, to purchase some or all of the
  Facility’s Mark-bearing FF&E and supplies at the lower of their cost
  or net book value, with the right to set off their aggregate purchase price
  against any sums then owed us by you.

License Agreement Dozza - 13






13.3  Advance
  Reservations.  The Facility will honor any advance reservations, including
  group bookings, made for the Facility prior to termination at the rates and
  on the terms established when the reservations are made and pay when due all
  related travel agent commissions. 

13.4  Survival
  of Certain Provisions.  Sections 3.8 (as to audits, for 2 years after
  termination), 3.9 (as to information relating to the Term, for 2 years after
  termination), 3.13, 7 (as to amounts accruing through termination), 8, 11.4,
  12, 13, 15, 16 and 17 survive termination of the License and this Agreement,
  whether termination is initiated by you or us, even if termination is wrongful.

14.  Your
  Representations and Warranties.  You expressly represent and warrant
  to us as follows:

14.1  Quiet
  Enjoyment and Financing.  You own, or will own prior to commencing
  improvement, or lease, the Location and the Facility. You will be entitled to
  possession of the Location and the Facility during the entire Term without restrictions
  that would interfere with your performance under this Agreement, subject to
  the reasonable requirements of any financing secured by the Facility. You have,
  when you sign this Agreement, and will maintain during the Term, adequate financial
  liquidity and financial resources to perform you obligations under this Agreement.

14.2  This
  Transaction.  Neither we nor any person acting on our behalf has made
  any oral or written representation or promise to you that is not written in
  this Agreement on which you are relying to enter into this Agreement. You release
  any claim against us or our agents based on any oral or written representation
  or promise not stated in this Agreement. You and the persons signing this Agreement
  for you have full power and authority and have been duly authorized, to enter
  into and perform or cause performance of your obligations under this Agreement.
  You have obtained all necessary approvals of your owners, Board of Directors
  and lenders. Your execution, delivery and performance of this Agreement will
  not violate, create a default under or breach of any charter, bylaws, agreement
  or other contract, license, permit, indebtedness, certificate, order, decree
  or security instrument to which you or any of your principal owners is a party
  or is subject or to which the Facility is subject. Neither you nor the Facility
  is the subject of any current or pending merger, sale, dissolution, receivership,
  bankruptcy, foreclosure, reorganization, insolvency, or similar action or proceeding
  on the date you execute this Agreement and was not within the three years preceding
  such date, except as disclosed in the Application. You will submit to us the
  documents about the Facility, you, your owners and your finances that we request
  in the License Application (or after our review of your initial submissions)
  before or within 30 days after you sign this Agreement.

14.3  No
  Misrepresentations or Implied Covenants.  All written information you
  submit to us about the Facility, you, your owners, any guarantor, or the finances
  of any such person or entity, was or will be at the time delivered and when
  you sign this Agreement, true, accurate and complete, and such information contains
  no misrepresentation of a material fact, and does not omit any material fact
  necessary to make the information disclosed not misleading under
  the circumstances. There are no express or implied covenants or warranties,
  oral or written, between we and you except as expressly stated in this Agreement.

License Agreement Dozza - 14






15.   Proprietary Rights.

15.1  Marks and System. You will not acquire any interest in or right to use the System or Marks except under this Agreement.
You will not apply for governmental registration of the Marks, or use the Marks or our corporate
name in your legal name, but you may use a Mark for an assumed business or trade name filing. You
will sign and return to us or to DIA or Global Services, as you are instructed, any trademark
license or registered user agreement that may be requested from you from time to time.

15.2  Inurements.  All present and future distinguishing characteristics, improvements and additions to or associated
with the System by us, you or others, and all present and future service marks, trademarks, copyrights,
service mark and trademark registrations used and to be used as part of the System, and the associated
good will, shall be the property of Global Services or DIA and will inure to their benefit. No good
will shall attach to any secondary designator that you use.

15.3  Other Locations and Systems. We and our affiliates, Global Services and DIA, and their respective affiliates, each reserve the right
to own, in whole or in part, and manage, operate, use, lease, finance, sublease, franchise, license
(as licensor or licensee), provide services to or joint venture (i) distinctive separate lodging
or food and beverage marks and other intellectual property which are not part of the System, and
to enter into separate agreements with you or others (for separate charges) for use of any such other
marks or proprietary rights, (ii) other lodging, food and beverage facilities, or businesses, under
the System utilizing modified Territory System Standards, and (iii) a Chain Facility at or for any
location other than the Location. There are no territorial rights or agreements between the parties.
You acknowledge that we are affiliated with or in the future may become affiliated with other lodging
providers or franchise systems that operate under names or marks other than the Marks. We and our
affiliates may use or benefit from common hardware, software, communications equipment and services
and administrative systems for reservations, franchise application procedures or committees, marketing
and advertising programs, personnel, central purchasing, approved supplier lists, franchise sales
personnel (or independent franchise sales representatives), etc. 

15.4  Confidential
  Information. You will take all appropriate actions to preserve the confidentiality
  of all Confidential Information. Access to Confidential Information should be
  limited to persons who need the Confidential Information to perform their jobs
  and are subject to your general policy on maintaining confidentiality as a condition
  of employment or who have first signed a confidentiality agreement. You will
  not permit copying of Confidential Information (including, as to computer software,
  any translation, decompiling, decoding, modification or other alteration of
  the source code of such software). You will use Confidential Information only
  for the Facility and to perform under this Agreement. Upon termination (or earlier,
  as we may request), you shall return to us all originals and copies of the Territory
  System Standards Manual, policy statements and Confidential Information “fixed
  in any tangible medium of expression”. Your obligations under this subsection
  commence when you sign this Agreement and continue for trade secrets (including
  computer software we
  license to you) as long as they remain secret and for other Confidential Information,
  for as long as we continue to use the information in confidence, even if edited
  or revised, plus three years. We will respond promptly and in good faith to
  your inquiry about continued protection of any Confidential Information.

License Agreement Dozza - 15






15.5  Litigation.  You will promptly notify us of (i) any adverse or infringing uses of the Marks (or names or symbols
confusingly similar), Confidential Information or other System intellectual property, and (ii) or
any threatened or pending litigation related to the System against (or naming as a party) you or
us of which you become aware. We alone handle disputes with third parties concerning use of all or
any part of the System. You will cooperate with our efforts to resolve these disputes. We need not
initiate suit against imitators or infringers who do not have a material adverse impact on the Facility,
or any other suit or proceeding to enforce or protect the System in a matter we do not believe to
be material. 

16.   Relationship of Parties.   

16.1  Independence.  You are an independent contractor. You are not the legal representative or agent of Global Services,
DIA or us, and you have no power to obligate any of those parties for any purpose whatsoever. We
and you have a business relationship based entirely on and circumscribed by this Agreement. No partnership,
joint venture, agency, fiduciary or employment relationship is intended or created by reason of this
Agreement. You will exercise full and complete control over and have full responsibility for your
contracts, daily operations, labor relations, employment practices and policies, including, but not
limited to, the recruitment, selection, hiring, disciplining, firing, compensation, work rules and
schedules of your employees.

16.2  Joint Status.  If you comprise two or more persons or entities (notwithstanding any agreement, arrangement
or understanding between or among such persons or entities) the rights, privileges and benefits of
this Agreement may only be exercised and enjoyed jointly. The liabilities and responsibilities under
this Agreement will be the joint and several obligations of all such persons or entities.

17.  
  Legal Matters.

17.1  Partial Invalidity. If all or any part of a provision of this Agreement violates any applicable Law, such provision or
part will not be given effect. If all or any part of a provision of this Agreement is declared invalid
or unenforceable, for any reason, or is not given effect by reason of the prior sentence, the remainder
of the Agreement shall not be affected. However, if in our judgment the invalidity or ineffectiveness
of such provision or part substantially impairs the value of this Agreement to us, then we may at
any time terminate this Agreement by written notice to you without penalty or compensation owed by
either party.

17.2  Waivers,
  Modifications and Approvals.  If we allow you to deviate from this
  Agreement, we may insist on strict compliance at any time after written notice.
  Our silence or inaction will not be or establish a waiver, consent, course of
  dealing, implied modification or
  estoppel.  All modifications, waivers, approvals and consents of or under
  this Agreement by us must be in writing and signed by our authorized representative
  to be effective.

License Agreement Dozza - 16






17.3  Notices.   Notices will be effective if in writing and delivered by facsimile transmission with confirmation
original sent by registered mail, return receipt requested, to the appropriate party at its address
stated below or as may be otherwise designated by notice. Notices shall be deemed given on the date
delivered or date of attempted delivery, if refused.

	Your name:	Hospitalia S.p.a.
      - Attention: Mrs. Graziella Bortolazzi
	Your address: 	Via Francesco Sforza
      15, 20122 Milano, Italy 
	Your fax No.: 	+ 39 02 763 88 737
	 	 
	Our Name: 	Days Master Italia S.p.a.
      - Attention: Mr. Andrea Cesaretti 
	Our Address: 	Via Tripoli 185, 47900
      Rimini, Italy
	Our Fax No:  	+ 39 02 700 423 481


17.4  Remedies.   Remedies specified in this Agreement are cumulative and do not exclude any remedies available
at law or in equity. The non-prevailing party will pay all costs and expenses, including reasonable
attorneys’ fees, incurred by the prevailing party to enforce this Agreement or collect amounts
owed under this Agreement

17.5  Miscellaneous.  This Agreement will be governed by and construed under the laws of the Republic of Italy. This
Agreement is exclusively for the benefit of the parties. There are no third party beneficiaries.
No agreement between us and anyone else is for your benefit. The section headings in this Agreement
are for convenience of reference only. We may unilaterally revise Schedule C under this Agreement.
This Agreement, together with the exhibits and schedules attached, is the entire agreement (superseding
all prior representations, agreements and understandings, oral or written) of the parties about the
Facility.

17.6 
  Arbitration.  All controversies, disputes or claims arising in connection
  with, from or with respect to this Agreement, including those ones connected
  to its validity, interpretation, compliance and termination, shall be submitted
  for arbitration to a sole arbitrator jointly appointed by you and us or, in
  case of disagreement about the designation of the arbitrator, by the President
  of the Court of Rimini. The arbitrator shall judge the settlement under terms
  and procedures of Italian law under the rules of the paragraph 806 and following
  of the Italian c.p.c.. The fee of the arbitrator shall be those minimum provided
  by the arbitrator’s professional association. The arbitration proceeding
  shall have to be conducted in Rimini, Italy.


License Agreement Dozza - 17






17.7 
  Relationship To Master License. 

17.7.1  We
  have the authority to enter into this Days Inn System License Agreement with
  you because we are the Master Licensee for the Territory under the terms of
  a Master License Agreement (the “Master License Agreement”) dated
  as of June 1, 2000, between Global Services and us. We are also the licensee
  under a Trademark License Agreement between DIA and us, dated the same date.
  These Agreements give us the authority to franchise the Days Inn System in the
  Territory. Under the Master License Agreement, Global Services has the right
  to disapprove sites for Chain Facilities, disapprove plans and specifications
  for new construction
  Chain Facilities or renovation plans and improvements for conversion Chain Facilities,
  inspect Chain Facilities before opening and require improvements to be made
  before opening is authorized, change or modify the delivery of Reservation System
  Services, create and operate international marketing funds and provide the Directory,
  modify System Standards for all Chain Facilities, which will cause potential
  changes in the Territory System Standards that apply to the Facility and to
  you, create, modify and terminate Marks that you will be authorized to use,
  require you to sign authorized or registered user instruments or agreements
  and have the same recorded with appropriate government authorities, create and
  distribute confidential information, approve any changes to the form of License
  Agreement we use for Days Inn System franchises, require that we take action
  against defaulting licensees of Chain Facilities, cause us to demand compliance
  with all Territory System Standards, suspend reservation service to any Chain
  Facility in default under its License Agreement, restrict our ability to formulate
  modifications of this Agreement or enter into workout and forbearance agreements
  with licensees, require us to cause each Chain Facility to be equipped with
  a battery operated or hard-wired smoke and fire alarm system and secure guest
  room locking and building access systems and otherwise perform in accordance
  with the Master License Agreement. Global Services and its agents shall have
  right at any time during regular business hours to inspect the Facility jointly
  with our employees or agents, and to audit your books and records.

17.7.2  At
  the option of Global Services, it may acquire our rights under this Agreement
  if the Master License Agreement terminates, in which case it would assume our
  obligations to provide services to you under this Agreement and perform in our
  place. You agree that if that occurs, you will continue to perform under this
  Agreement and will honor all of its terms, covenants and conditions. If you
  are notified that this Agreement has been assumed by Global Services or its
  designee, you will promptly provide Global Services or the designee, at the
  address it gives you for communications, copies of all written modifications
  and agreements signed by both we and you for the effective performance of either
  party under this Agreement. No agreements or modifications not in writing and
  signed by both parties will be effective to modify the terms of this Agreement
  if it is assumed by Global Services or its designee. If we terminate the Master
  License Agreement because Global Services does not perform, Global Services
  or its designee will assume our obligations under this Agreement as franchisor.
  If you do not approve of the designee of Global Services for any reason, you
  may terminate this Agreement without penalty or payment of Liquidated Damages
  and giving written notice to Global Services that must be given within 30 days
  after you are notified by Global Services of the designee that it has assumed
  our obligations under this Agreement. Any amounts owed by us to you accruing
  from before any assumption of this Agreement by Global Services or its designee
  will be our responsibility and not the responsibility of Global Services.

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IN WITNESS WHEREOF,
  the parties have executed this Agreement as of the date first stated above.

WE:

  Days Master Italia
  S.p.a.
  


/s/ Andrea Cesaretti

  Title: President
  


YOU, as
  licensee:

  Hospitalia S.p.a.
  


/s/ Graziella
  Bortolazzi 

  Title: CEO



License Agreement Dozza - 19




APPENDIX
  A

DEFINITIONS

Agreement  means this License Agreement.

Application Fee  means the fee you pay when you submit your Application under Section 6. 

Approved Plans  means your plans and specifications for constructing or improving the Facility initially or
after opening, as approved by us under Section 3. 

Casualty  means destruction or significant damage to the Facility by act of God or other event beyond
your reasonable anticipation and control.

Chain  means the network of Chain Facilities worldwide.

Chain Facility  means a lodging facility we own, lease, manage, operate or authorize another party to operate
using the System and identified by the Marks in the Territory.

Condemnation  means the taking of the Facility for public use by a government or public agency legally authorized
to do so, permanently or temporarily, or the taking of such a substantial portion of the Facility
that continued operation in accordance with the Territory System Standards, or with adequate parking
facilities, is commercially impractical, or if the Facility or a substantial portion is sold to the
condemning authority in lieu of condemnation.

Conference Fee  means the fee we charge for your attendance at a conference for Chain Facilities and their licensees
when and if held, or the fee charged by DIA for the Days Inn Chain conference .

Confidential Information  means any trade secrets we own or protect and other proprietary information not generally known
to the lodging industry including confidential portions of the Territory System Standards Manual
or information we otherwise impart to you and your representatives in confidence. Confidential Information
includes the “Standards of Operation and Design Manual” and all other Territory System
Standards manuals and documentation, including those on the subjects of employee relations, finance
and administration, field operation, purchasing and marketing, the Reservation System software and
applications software.

Days Inn Facilities  means all facilities authorized to operate under the Days Inn System worldwide.

Design Standards  mean standards specified in the Territory System Standards Manual from time to time for design,
construction, renovation, modification and improvement of new or existing Chain Facilities, including
all aspects of facility design, number of rooms, rooms mix and configuration, construction materials,
workmanship, finishes, electrical, mechanical, structural, plumbing, HVAC, utilities, access, life
safety, parking, systems, landscaping, amenities, interior design and decor and the like for a Chain
Facility.

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DIA means Days Inns of America, Inc., its successors and assigns.

Directory  means the general purpose directory DIA publishes listing the names and addresses of Days Inn
Facilities.

Effective Date  means the date we insert in the Preamble of this Agreement after we sign it.

Equity Interests  shall include, without limitation, all forms of equity ownership of you, including voting stock
interests, partnership interests, limited liability company membership or ownership interests, joint
and tenancy interests, the proprietorship interest, trust beneficiary interests and all options,
warrants, and instruments convertible into such other equity interests. 

Equity Transfer  means any transaction in which your owners or you sell, assign, transfer, convey, pledge, or
suffer or permit the transfer or assignment of, any percentage of your Equity Interests that will
result in a change in control of you to persons other than those disclosed on Schedule B, as in effect
prior to the transaction. Unless there are contractual modifications to your owners’ rights,
an Equity Transfer of a corporation or limited liability company occurs when either majority voting
rights or beneficial ownership of more than 50% of the Equity Interests changes. An Equity Transfer
of a partnership occurs when a newly admitted partner will be the managing, sole or controlling general
partner, directly or indirectly through a change in control of the Equity Interests of an entity
general partner. An Equity Transfer of a trust occurs when either a new trustee with sole investment
power is substituted for an existing trustee, or a majority of the beneficiaries convey their beneficial
interests to persons other than the beneficiaries existing on the Effective Date. An Equity Transfer does not occur when the Equity Interest ownership among the owners of Equity Interests on the Effective Date
changes without the admission of new Equity Interest owners. An Equity Transfer occurs when you merge,
consolidate or issue additional Equity Interests in a transaction which would have the effect of
diluting the voting rights or beneficial ownership of your owners’ combined Equity Interests
in the surviving entity to less than a majority.

Facility  means the Location, together with all improvements, buildings, common areas, structures, appurtenances,
facilities, entry/exit rights, parking, amenities, FF&E and related rights, privileges and properties
existing at the Location on the Effective Date or afterwards.

FF&E  means furniture, fixtures and equipment.

FF&E Standards  means standards specified in the Territory System Standards Manual for FF&E and supplies
to be utilized in a Chain Facility.

Food and Beverage  means any restaurant, catering, bar/lounge, entertainment, room service, retail food or beverage
operation, continental breakfast, food or beverage concessions and similar services offered at the
Facility. 

Global Services  means Cendant Global Services B.V., its successors and assigns.

License Agreement Dozza - 21






Gross Room Revenues  means gross revenues attributable to or payable for rentals of guest rooms at the Facility, including
all credit transactions, whether or not collected, but excluding separate charges to guests for Food
and Beverage, room service, telephone charges, key forfeitures and entertainment; vending machine
receipts; and federal, state and local sales, occupancy and use taxes.

Improvement Obligation  means your obligation to either (i) renovate and upgrade the Facility, or (ii) construct and
complete the Facility, in accordance with the Approved Plans and Territory System Standards, as described
in Section 3. 

Indemnitees  means us, our direct and indirect parent, subsidiary and sister corporations, Cendant Corporation,
Cendant Finance Holding Corporation, Cendant Global Services, Inc., Cendant Global Services B.V.,
DIA and the respective officers, directors, shareholders, employees, agents and contractors, and
the successors, assigns, personal representatives, heirs and legatees of all such persons or entities.

Initial Fee  means the fee you are to pay for signing this Agreement as stated in Section 6.1. 

License  means the non-exclusive license to operate the type of Chain Facility described in Schedule
B only at the Location, using the System and the Mark we designate in Section 1. 

License Year  means the one-year period beginning on the Opening Date and each subsequent anniversary of the
Opening Date and ending on the day preceding the next anniversary of the Opening Date.

Liquidated Damages  means the amounts payable under Section 12, set by the parties because actual damages will be
difficult or impossible to ascertain on the Effective Date and the amount is a reasonable pre-estimate
of the damages that will be incurred and is not a penalty. 

Location  means the parcel of land and building situated at Via Monte del Re 43, Dozza (Italy), as more
fully described in Schedule A. 

Losses and Expenses  means all payments or obligations to make payments either (i) to or for third party claimants
by any and all Indemnitees, including guest refunds, or (ii) incurred by any and all Indemnitees
to investigate, respond to or defend a matter, including without limitation investigation and trial
charges, costs and expenses, attorneys’ fees, experts’ fees, court costs, settlement amounts,
judgments and costs of collection.

Maintenance Standards  means the standards specified from time to time in the Territory System Standards Manual for
repair, refurbishment and replacement of FF&E, finishes, decor, and other capital items and design
materials in Chain Facilities.

Marks  means, collectively (i) the service marks associated with the System published in the Territory
System Standards Manual from time to time including, but not limited to, the name, design and logo
for “Days Inn” and other marks (U.S. Reg. Nos.: 1,160,430; 1,160,431; 1,420,612; 1,469,518;
and 1,003,834) [local registration information] and (ii) trademarks, trade names, trade dress, logos
and derivations, and associated good will and related intellectual property interests.

License Agreement Dozza - 22






Marks Standards  means standards specified in the Territory System Standards Manual for interior and exterior
Mark-bearing signage, advertising materials, china, linens, utensils, glassware, uniforms, stationery,
supplies, and other items, and the use of such items at the Facility or elsewhere.

Minor Renovation  means the repairs, refurbishing, repainting, and other redecorating of the interior, exterior,
guest rooms, public areas and grounds of the Facility and replacements of FF&E we may require
you to perform under Section 3.16. 

Minor Renovation Ceiling Amount  means € 1,500.00 (one thousand five hundreds /00) per guest room.

Minor Renovation Notice  means the written notice from us to you specifying the Minor Renovation to be performed and
the dates for commencement and completion given under Section 3.16.

Opening Date  means the date on which we authorize you to open the Facility for business identified by the
Marks and using the System.

Operations Standards  means standards specified in the Territory System Standards Manual for cleanliness, housekeeping,
general maintenance, repairs, concession types, food and beverage service, vending machines, uniforms,
staffing, employee training, guest services, guest comfort and other aspects of lodging operations.

Permitted Transferee  means (i) any entity, natural person(s) or trust receiving from the personal representative
of an owner any or all of the owner’s Equity Interests upon the death of the owner, if no consideration
is paid by the transferee or (ii) the spouse or adult issue of the transferor, if the Equity
Interest transfer is accomplished without consideration or payment, or (iii) any natural person or
trust receiving an Equity Interest if the transfer is from a guardian or conservator appointed for
an incapacitated or incompetent transferor. 

Punch List  means the list of upgrades and improvements, that we deliver to you in a form substantially
similar to that attached as part of Schedule B, which you are required to complete under Section
3. 

Recurring Fees  means fees paid to us on a periodic basis, including without limitation, Royalties, Reservation
System User Fees, and other reservation fees and charges as stated in Section 7. 

Relicense Fee  means the fee your transferee or you pay to us under Section 7 when a Transfer occurs.

Reservation System User Fees  means the fees you pay to us, Global Services or DIA under Section 7 and Schedule C for reservation
services, including the Basic Reservation Charge and any other fees we charge for services provided
by or through the Reservation System.

License Agreement Dozza - 23






Reservation System   or “Central Reservation System” means the system for offering to interested
parties, booking and communicating guest room reservations for Chain Facilities described in Section
4.2.

Rooms Addition Fee  means the fee we charge you for adding guest rooms to the Facility. 

Royalty  means the monthly fee you pay to us for use of the System under Section 7.1. “Royalties”
means the aggregate of all amounts owed as a Royalty.

System  means the comprehensive system for providing guest lodging facility services under the Marks
as we, Global Services or DIA may specify which at present includes only the following: (a)
the Marks; (b) other intellectual property, including Confidential Information, Territory System
Standards Manual and know-how; (c) marketing, advertising, publicity and other promotional materials
and programs; (d) Territory System Standards; (e) training programs and materials; (f) quality assurance
inspection and scoring programs; and (g) the Reservation System.

Technology Standards  means standards specified in the Territory System Standards Manual for local and long distance
telephone communications services, telephone, telecopy and other communications systems, point of
sale terminals and computer hardware and software for various applications, including, but not limited
to, front desk, rooms management, records maintenance, marketing data, accounting, budgeting and
interfaces with the Reservation System to be maintained at the Chain Facilities.

Term  means the period of time during which this Agreement shall be in effect, as stated in Section
5. 

Termination  means a termination of the License under Sections 11.1 or 11.2 or your termination of the License
or this Agreement.

Territory  means the Republic of Italy, the Republic of San Marino and Vatican City, the area in which
we are licensed by Global Services to grant System licenses.

Territory System Standards  means the standards for the participating in the System published in the Territory System Standards
Manual, including but not limited to Design Standards, FF&E Standards, Marks Standards, Operations
Standards, Technology Standards and Maintenance Standards and any other standards, policies, rules
and procedures we promulgate about System operation and usage.

Territory System Standards Manual  means the Standards of Operation and Design Manual and any other manual we publish or distribute
specifying the Territory System Standards.


License Agreement Dozza - 24






Transfer
   means (1) an Equity Transfer, (2) you assign, pledge, transfer, delegate
  or grant a security interest in all or any of your rights, benefits and obligations
  under this Agreement, as security or otherwise without our consent as specified
  in Section 9, (3) you assign (other than as collateral security for financing
  the Facility) your leasehold interest in (if any), lease or sublease all or
  any part of the Facility to any third party, (4) you engage in the sale, conveyance,
  transfer, or donation of your right, title and interest in and to the Facility,
  (5) your lender or secured party forecloses on or takes possession of your interest
  in the Facility, directly or indirectly, or (6) a receiver or trustee is appointed
  for the Facility or your assets, including the Facility. A Transfer does not
  occur when you pledge or encumber the Facility to finance its acquisition or
  improvement, you refinance it, or you engage in a Permitted Transferee transaction.

“You” and “Your”  means and refers to the party named as licensee identified in the first paragraph of this Agreement
and its Permitted Transferees.

“We”, “Our” and “Us”  means and refers to Days Master Italia S.p.a., an Italian company with liability limited by
stock, its successors and assigns. 

License Agreement Dozza - 25





  SCHEDULE A

 (Description
  of Facility)

Address:

  Via Monte del Re,
  43 - 40050 (BO)  Dozza – Italy.

Rooms

  6 - Junior Suites with jacuzzi bathroom

  10 - Twin bedded rooms

  18 - king size

  4 - single rooms with french bed.

 All the rooms
  are furnished in style, with a panoramic view and are equipped with the following
  comforts: air conditioning, telephone, minibar, tv color satellite and wire
  radio.

Restaurant:
   

  Offers a cuisine which
  tends to re-discover the ancient flavours of the culinary traditions of Emilia
  Romagna, national and international, with a touch of creativeness of the gourmet
  wines. Rooms: 

Garden e Swimming-pool

Conference
  Center:

  The congress centre,
  made out of the nave of the ancient church, can seat up 200 people and is provided
  with the most important basic audio-visual equipment. For smaller meeting or
  workshops, the hotel also has more secluded rooms.

“Church”:
  Can seat up to 200 people in theatre style or 60 people in horseshoe style.

  Bar: Can seat up to
  60 people in theatre style or 35 people in horseshoe style.

  Sagrestia: Can seat
  up to 35/40 people in theatre style or 20 people in horseshoe style.

  Cenacolo: Can seat
  up to 30 people in theatre style or 15 people in horseshoe style.

  Library: Can seat up
  to 10 people arround a single table

License Agreement Dozza - 26




SCHEDULE
  B
	PART I:
    	YOUR OWNERS:
	 	 



	 	 Name 		Ownership Percentage	 	Type of Equity Interest	 
	 	
	 	
	 	
	 
	 	Bezzi Lidiana	 	26,10	%	Voting
      Stock Interest	 
	 	Cesaretti
      Alice	 	20,94	%	Voting Stock
      Interest	 
	 	Cesaretti
      Andrea	 	20,94	%	Voting Stock
      Interest	 
	 	Bortolazzi
      Graziella	 	1,04	%	Voting Stock
      Interest	 
	 	H2B Capital
      Limited, London	 	30,96	%	Voting Stock
      Interest	 
	 	Meschia Andrea	 	0,02	%	Voting Stock
      Interest	 
	 	 	 	
	 
	 	Total	 	100,00	%
	 	 	 	
	 


	 	 
	PART
      II:	THE FACILITY:
	 	 
	 	Primary designation
      of Facility: Days Inn Resort & Conference Center
	 	 
	 	Number of approved guest
      rooms: 38
	 	 
	 	Parking facilities (number
      of spaces, description): 60
	 	 
	PART III:	DESCRIPTION AND SCHEDULE
      OF RENOVATIONS TO BE 

      COMPLETED AS THE IMPROVEMENT OBLIGATION :




[Punch List
  attached as Schedule D]


License Agreement Dozza - 27




SCHEDULE
  C

 RESERVATION
  SYSTEM USER FEES

  PROPERTY TO
  PROPERTY INCENTIVE PROGRAM

  May 1998

                The
Basic Reservation Charge is equal to (i) One Percent (1.0%) of Gross Room Revenues. These amounts
are subject to adjustment every three years beginning in 2000 for changes in the cost of living in
the United States..

                The
GDS Fee described in Section 7 is €4.50 per gross reservation communicated through the Global
Distribution System and €3.50 per gross reservation booked through the Internet. The travel
agent commission described in Section 7 is 10% of the Gross Room Revenues generated by each reservation
originated by the agent. The general sales agent commission (also known as international sales office
commission) and the “property to property” incentive program sales commission payable to
another Days Inn Facility licensee, is 5% of the Gross Room Revenues generated by each reservation
originated in an area served by a general sales agent/international sales office or by the other
Days Inn Facility.

                If  the
number of guest complaints per 1,000 occupied roomnights about you or the Facility in a calendar
year exceed the “Annual Facility Allotment” we establish with the approval of the Board
of Directors of the Days Inn Franchisee Advisory Association, Inc., you will be charged a “First
Assessment” of US$10.00 for each additional complaint received during that year. You will be
contacted when the complaint is received and you will be responsible to resolve the complaint to
the satisfaction of the guest. If any complaint for which you have received a First Assessment is
not resolved to the satisfaction of the complaining guest within 30 days after referral to you and
the guest contacts us again to seek resolution, you will be charged a “Second Assessment”
of US$25.00, plus the costs we incur to settle the matter with the guest. The Annual Facility Allotment
will be not less than the average number of guest complaints received by us for all Chain Facilities
during the preceding calendar year per 1,000 occupied roomnights. You will be informed of your Annual
Facility Allotment when it is established. The amounts of the First and Second Assessments may be
changed on a Chain-wide basis at any time upon 60 days advance notice, with the approval of the Board.

                We
reserve the right to increase or modify the Basic Reservation Charge and any other Reservation System
User Fees for all Chain Facilities and to add other fees and charges for new services, at our sole
discretion as to amount or formula from time to time but with at least 30 days prior written notice,
to reflect changes in our fully allocated costs of providing Reservation System-related services,
and to add, drop or modify the types of reservation services offered.

                You
will receive an incentive commission equal to 5% of the Gross Room Revenues generated by a reservation
originated through the Facility’s Reservation System terminal. We may establish rules and procedures
for this program in the Manuals. Your incentive commissions are payable monthly in arrears. We may
use your incentive commission payments to offset amounts you owe us for Recurring Fees and other
charges, or owe our Affiliates for other fees and charges.

License Agreement Dozza - 28






SCHEDULE D

PUNCH LIST

	ALBERGO:Monte
      del Re 	 	TIPOLOGIA: Resort
      & Conference 
	Center 
      	 	 
	NUM.CAMERE: 38	 	 
	 	 	 
	 Denominazione:Monte
        del Re

        Indirizzo:40050
        Dozza /Bologna  Italy

        Città:
        Dozza (BO)
	 	 
	 	 	 
	GESTORE	 	 DIRETTORE VENDITE
	   Contatto: Andrea
      Cesaretti

      	 	 Contatto: Andrea Cesaretti
	 Telefono:+39-0542
      678400 	 	  Telefono: :+39-0542
	 678400	 	 



RESPONSABILE CONTROLLO
  QUALITA’

  Contatto:Aroosha Jahandari 

  Telefono:+39-0541
  388354

TEMPI DI ADEMPIMENTO

  Tutti i requisiti
  specificati nella presente punchlist devono essere soddisfatti prima
  della riapertura, che avverrà in data 01.03.04 come struttura Days
  Inn.


License Agreement Dozza - 29 





		 	AREA	 	VOCE	 	REQUISITI	 	DA

      COMPLETARE 

      ENTRO...	 	€
	 	 	
	 	
	 	
	 	
	 	

	1	 	ESTERNO	 	 
      SEGNALETICA	 	 La
      segnaletica appropriata deve essere apposta per vietare l’accesso al
      cantiere durante le operazioni di conversione. 	 	 Da
      fare durante i lavori di conversione.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	2	 	ESTERNO	 	SEGNALETICA	 	 La segnaletica
      Days Inn deve essere acquistata presso rivenditori precedentemente
      selezionati dal Franchisor. 	 	 Da
      fare con DaysInn entro 01.04.04 

      Chiedere il preventivo a Neon-Rimini.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	3	 	ESTERNO	 	SEGNALETICA	 	 Tutta
      la segnaletica ed i materiali contrassegnati da marchi di altre catene
      o società alberghiere devono essere rimossi .

       Non è consentita
      alcuna modifica per il riutilizzo degli stessi. 	 	 C’e
      gia una segnaletica fuori della porta . 

      Da togliere.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	4	 	ESTERNO	 	SEGNALETICA	 	 La segnaletica
      per l’accesso all’albergo e ai servizi offerti, dovrà essere
      ben visibile per consentire al cliente di muoversi agevolmente nella
      struttura.	 	 Da modificare
      entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	5	 	ESTERNO	 	PISCINA	 	 Se la
      struttura dispone di una piscina, 

      si richiedono obbligatoriamente: recinzione, equipaggiamento antinfortunistico,
      adeguata segnaletica, superficie anti scivolo, area con almeno 4 tavoli
      muniti di ombrelloni e 16 sedie. 

      Trampolini e scivoli sono proibiti. 	 	 Da verificare
      entro 01.05.04 con tutti equipaggiamento antinfortunistico .
      

      

      Trovare il fornitore d’equipaggiamento x il preventivo.	 	 





License Agreement
  Dozza - 30





	 6	 	 ESTERNO	 	 CASSONETTI
      PER

       L’IMMONDIZIA	 	 I
      cassonetti per l’immondizia devono essere nascosti alla vista dei clienti;
      qualora non sia possibile, predisporre apposite recinzioni.  

      I cassonetti devono essere chiusi per impedire la fuoriuscita di odori e
      per non attirare insetti. 	 	 E’ terribilmente

      visibile dalla struttura.

      

      Da spostare assolutamente entro 01.04.04	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 7	 	 ESTERNO	 	 MATERIALE
      

      PROMOZIONALE 

      E PUBBLICITARIO	 	 Qualsiasi
      materiale promozionale, pubblicitario, segnaletico relativo all’
      albergo deve sempre rispettare gli standard Days Inn. 	 	 Da
      fare con DaysInn. Entro 01.04.04	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 8	 	 ESTERNO	 	 MATERIALE

      PROMOZIONALE 

       E PUBBLICITARIO	 	 Il corretto
      utilizzo dei marchi registrati Days Inn è essenziale .

      Ai Franchisees viene
      pertanto richiesto di attenersi alle norme stabilite per cio’ che concerne
      i loghi, i colori e le caratteristiche tipografiche nella produzione ed
      utilizzo di segnaletica e di qualsiasi altra riproduzione grafica.

      E’ obbligatorio
      l’utilizzo del simbolo “R” laddove si utilizzino i loghi
      Days Inn.	 	 Da
      fare con DaysInn. Entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	  9	 	 ESTERNO	 	 MATERIALE

      PROMOZIONALE 

       E PUBBLICITARIO	 	 E’
      consentito l’utilizzo di espressioni quali “recentemente ristrutturato”.
      “camere rinnovate ”, “5 sunburst” ecc.	 	 Da fare
      entro 01.04.04	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 10	 	 ESTERNO	 	 TABELLONI

      PUBBLICITARI	 	 I tabelloni
      al di fuori della proprietà sono previsti con sfondo rosso.	 	 Da
      fare con

      DaysInn entro 01.04.04.	 	 



License Agreement
  Dozza - 31





	  	 	  	 	  	 	  	 	  	 	 
	 11	 	 ESTERNO	 	 MAGAZZINO 
      E 

      DEPOSITO MERCI	 	 

      I magazzini e i depositi merci devono essere ben organizzati e non visibili
      o accessibili ai clienti. Nessun materiale infiammabile deve essere immagazzinato
      in stanze che condividano un muro con una camera destinata ad un cliente
      dell’albergo.	 	 Non sono 
      organizzati:

      1)Deposito Housekeeping: con una lista delle merci e loro quantità
      

      3)Deposito Maintenance: con una lista delle merci e loro quantità
      e la data dell’uscità 

      2)Deposito Food & Beverage: da modificare al 100% 

      entro 01.04.04	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 12	 	 AREE

      COMUNI 	 	 SEGNALETICA
      

      INTERNA	 	 I
      cartelli  che indicano l’utilizzo obbligatorio delle scale
      in caso di incendio, devono essere apposti, accanto all’ascensore ad
      ogni piano.	 	 Da modificare
      tutte le segnaletiche d’emergenza Entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 13	 	 AREE

      COMUNI	 	 PORTE
      

      D’INGRESSO	 	 Il
      sistema di chiusura delle porte delle camere deve essere munito di serratura
      elettronica con carta magnetica. E’ previsto un meccanismo interno
      di chiusura quale catenaccio o chiavistello.	 	 Da
      fare assolutamente entro 01.04.04 Chiedere il preventivo a Sig. Milani 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 14	 	 AREE
      

      COMUNI	 	 ENTRATE

      PRINCIPALI	 	 Se
      l’albergo dispone di 2 entrate principali entrambe le porte d’ingresso
      devono essere munite di meccanismi elettronici di chiusura.. 	 	 Da fare
      assolutamente entro 01.04.04 Trovare il fornitore.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 15	 	 AREE

      COMUNI	 	 RISTORANTE	 	 Qualora
      l’albergo disponga di un servizio Ristorante tale servizio deve essere
      garantito durante le ore

      indicate nella Guida Days Inn e in altro materiale promozionale (per un
      minimo di quattro ore per pranzo e quattro ore per cena). 	 	 Da
      fare con DaysInn entro 01.04.04.	 	 



License Agreement
  Dozza - 32





	  	 	  	 	  	 	  	 	  	 	 
	  
      16	 	 AREE
      

      COMUNI	 	 SERVIZIO

      LAVANDERIA	 	 Particolare
      attenzione deve essere attribuita alle condizioni di muri, soffitto e pavimento,
      alle condizioni igieniche del locale e alla sicurezza e pulizia delle
      attrezzature.

      La lavanderia deve essere facilmente accessibile, dotata di adeguato sistema
      di ventilazione, del kit di pronto soccorso e dell’estintore.

      Si deve inoltre predisporre la procedura di registrazione degli oggetti
      smarriti e ritrovati .	 	 Da fare
      le modifiche entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 17	 	 AREE

      COMUNI	 	 DISTRIBUTORE
      DI

      GHIACCIO	 	 Un distributore
      di ghiaccio da approx.115 kg. è previsto per ogni 60 camere e deve
      essere posizionato in un punto facilmente raggiungibile. 

      Tale servizio è gratuito e deve essere garantito 24 ore su 24 .	 	 Da fare
      entro 01.04.04 Chiedere il preventivo a Gifar.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	  18	 	 AREE

      COMUNI	 	 DISTRIBUTORE

      AUTOMATICO	 	 Si richiede
      almeno un distributore automatico di bibite. L’installazione di un
      distributore di snacks è consigliata.	 	 Da fare
      soprattutto per l’esterno e la zona piscina entro 01.05.04 Trovare
      il fornitore.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 19	 	 CAMERE

      CLIENTI	 	 PROSPETTO

      INFORMATIVO 

      PER CAMERE	 	 Apporre
      ad ogni porta, un prospetto informativo, debitamente incorniciato riguardante
      il regolamento dell’albergo, le tariffe aggiornate, il check-out time
      ed il piano di evacuazione in caso di incendio.	 	 Non 
      ci sono. Da fare assolutamente entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 20	 	 CAMERE

      CLIENTI	 	 TAZZE	 	 Per ogni
      camera sono previste 3 tazze con logo Days Inn , sigillate in involucro
      igienico trasparente. Possono essere utilizzati anche bicchieri in vetro
      purchè sigillati o con coperchio. 	 	 Ci sono
      già quelle del Monte del Re.

      

      Da fare con DaysInn entro 01.04.04.	 	 



License Agreement
  Dozza - 33




	  	 	  	 	  	 	  	 	  	 	 
	 21	 	 CAMERE
      

      CLIENTI	 	 MODULO
      PER

      SUGGERIMENTI
 E
      VALUTAZIONI	 	 E’
      previsto un modulo con logo Days Inn per camera. L’indirizzo della
      società proprietaria o di gestione deve essere

      chiaramente riportato sul retro. La firma del Presidente deve essere recente.	 	 C’e
      già quello di Monte del Re.

      
 Da
      fare con DaysInn entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 22	 	 CAMERE

      CLIENTI	 	 RADIOSVEGLIA	 	 Il cliente  deve
      poter usufruire di un servizio sveglia telefonico e/o televisivo. Ogni camera

      dovrebbe anche essere munita di radiosveglia am/fm .	 	 La radio
      incassata c’e già pero non funziona in alcune camere.Verificare
      Entro 01.04.04.
       	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 23	 	 CAMERE
      

      CLIENTI	 	 LETTERA
      DI 

      BENVENUTO	 	 Dal
      1° Maggio 1999, in ogni camera deve essere presente la “Lettera
      di Benvenuto ”, su carta intestata Days Inn,; tale lettera dovrà
      essere posizionata sulla credenza o comunque in modo tale da poter essere
      vista dal cliente al momento del suo arrivo. 	 	 Da
      fare con

      DaysInn entro 

      01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 24	 	 CAMERE

      CLIENTI	 	 DAYS
      INN

      BUSINESS PLACE

       (WORK ZONE)	 	 Sono
      requisiti indispensabili : illuminazione ad alta intensità, lampada
      da scrivania, prese elettriche facilmente accessibili e possibilità
      di trasmissione dati, scrivania con ampio ripiano, telefono e radiosveglia.
      	 	 Da
      fare con  Days
      Inn entro 01.04.04. Se
      la struttura vuol diventare un Business Place.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 25	 	 CAMERE

      CLIENTI	 	 DAYS
      INN

      BUSINESS PLACE

       (WORK ZONE)	 	 La denominazione
      “Business Place” puo’ essere attribuita ad un albergo (e
      conseguentemente reclamizzata) solo previa certificazione da parte degli
      ispettori Days Inn .	 	 Da
      fare con DaysInn entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 26	 	 CAMERE

      CLIENTI	 	 CARTONCINO

      “NON

      DISTURBARE”	 	 Un cartoncino
      “Non Disturbare”con logo Days Inn deve essere disponibile
      in ogni camera.	 	 C’e
      già quello di Monte del Re. 

      

      Da fare con DaysInn entro 01.04.04.	 	 



License Agreement
  Dozza - 34





	  	 	  	 	  	 	  	 	  	 	 
	
      27	 	 CAMERE
      

      CLIENTI	 	
      PORTE	 	 Tutte
      le porte  (ad eccezione di quelle dei bagni, che possono essere
      internamente cave, se ciò è conforme alle regolamentazioni
      locali) devono essere solide e fonoassorbenti..	 	 Da fare
      assolutamente entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
      28	 	 CAMERE

      CLIENTI	 	
      CAMERE PER

      DISABILI	 	 Se nella
      guida Days Inn si segnala la disponibilità di camere per disabili,
      queste devono soddisfare i requisiti contenuti nel Planning & Design
      Standards Manual.	 	 Ci
      sono 2 camere disabili da modificare assolutamente per i problemi del passaggio
      della carrozzina. Entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
      29	 	 CAMERE
      

      CLIENTI	 	
      SECCHIELLO PER

      GHIACCIO	 	 Ogni camera
      deve disporre di un secchiello per ghiaccio da 1⁄2 litro munito
      di sacchetto usa e getta (l’utilizzo del logo non è obbligatorio
      ma consigliato).	 	 Da fare
      entro 01.04.04.	 	 



License Agreement
  Dozza - 35





	  	 	  	 	  	 	  	 	  	 	 
	  30	 	 CAMERE

      CLIENTI	 	 CASSETTE
      DI

      SICUREZZA	 	 Qualora
      l’albergo offra un servizio cassaforte a pagamento la seguente procedura
      deve essere rispettata :

      1- Al momento del check-in,al cliente devono essere comunicate le tariffe
      relative ai servizi addizionali. 

      2- Le copie dei documenti presentati al cliente devono riportare una
      dicitura che attesti che il cliente ha preso atto dell’esistenza di
      costi aggiuntivi relativi a imposte locali, all’utilizzo del servizio
      telefonico e delle cassette di sicurezza e al deposito cauzionale per la
      chiave.

      3- L’ospite dovrà firmare o siglare il documento.

      4- Se il cliente rifiuta l’addebito per l’utilizzo della
      cassetta di sicurezza, informarlo che l’eventuale non utilizzo del
      servizio implica un’automatica detrazione dell’importo al momento
      del check-out.Tale impegno,dovrà sempre essere onorato dall’albergatore
      qualora il cliente dichiari di non aver usufruito di tale servizio.	 	 Ci sono
      casseforti solo in 6 suite e il servizio è gratis. 

      

      Prendere la decisione di mettere la cassaforte in tutte le camere o no con
      Days Inn entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 31	 	 CAMERE

      CLIENTI	 	 CAMERE
      NON

      FUMATORI	 	 Il 50%
      delle camere dovrebbe essere destinato a non fumatori. Tali stanze devono
      essere sottoposte a pulizia attenta a rimuovere qualsiasi oggetto dedicato
      alle camere per fumatori e i segnali non fumatori devono essere apposti alla
      porta della camera e sulla carta di presentazione della camera.	 	 Non c’e
      distinzione fra le camere fumatori e non-fumatori. 

      Da dividere assolutamente entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 32	 	 CAMERE

      CLIENTI	 	 BLOCCO-NOTE,

      PENNA E MATITA	 	  In ogni
      camera è richiesto un blocco note con logo Days Inn sulla
      copertina (nei fogli interni è opzionale l’utilizzo del logo come
      per penne e matite).	 	 C’e
      già quello di Monte del Re.

      

      Da fare con DaysInn entro 01.04.04.	 	 



License Agreement
  Dozza - 36





	  	 	  	 	  	 	  	 	  	 	 
	 33	 	 CAMERE

      CLIENTI	 	 SPIONCINO	 	 Ogni porta
      d’ingresso delle camere deve essere munita di spioncino posto a 152
      cm dal pavimento. Nel caso di camere per disabili tale distanza dal pavimento
      sarà diversa (circa 106 cm) nel rispetto delle leggi vigenti .	 	 Da
      fare assolutamente entro 01.04.04 Trovare il fornitore.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 34	 	 CAMERE
      

      CLIENTI	 	 GANCIO

      APPENDIABITI	 	 Un gancio
      appendiabiti di acciaio inossidabile o cromato deve essere disponibile sul
      retro della porta del bagno.	 	 Da verificare
      se ci sono già.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 35	 	 CAMERE

      CLIENTI	 	 LETTO
      

      AGGIUNTIVO	 	 Ogni 30
      camere è disponibile un letto aggiuntivo: il costo dipende dal tipo
      di camera.	 	 Ci sono
      6 suite con divano-letto xo non esistono i letti aggiuntivi.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 36	 	 CAMERE

      CLIENTI	 	 RIVELATORE

       DI  FUMO	 	 E’
      obbligatorio un rivelatore di fumo a batteria in ogni camera.	 	 Da
      fare assolutamente entro 01.04.04 Trovare il fornitore.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 37	 	 CAMERE

      CLIENTI	 	 CONFEZIONE

      SHAMPOO

      PER BAGNO	 	 Ogni bagno
      deve essere rifornito di una confezione di shampoo con logo Days Inn.. 	 	 C’e
      già quello di Monte del Re.

      

      Da fare con DaysInn
      entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 38	 	 FRONT

      OFFICE	 	 AREA

      INFORMATION

      GUIDE 	 	 Presso
      il Front Desk deve essere sempre disponibile una guida della zona che
      offra informazioni relative a: ristoranti consigliati, stazioni di servizio,
      officine di riparazioni , farmacie e pronto soccorso, negozi, shopping center,
      attrazioni locali, etc. Il cliente deve poter disporre anche di cartine
      relative alla zona e di opuscoli vari contenenti indicazioni stradali per
      raggiungere le principali attrazioni. 	 	 C’e
      già quello di Monte del Re.

      

       Da fare con
      

      DaysInn entro 01.04.04.	 	 



License Agreement
  Dozza - 37





	  	 	  	 	  	 	  	 	  	 	 
	 39	 	 FRONT

      OFFICE	 	 GUIDA
      DAYS INN	 	 Gli
      elenchi aggiornati degli hotel Days Inn devono essere consultabili dal cliente
      nella hall; inoltre dovranno essere sempre disponibili e visibili i moduli di
      iscrizione al September Days.	 	 Da
      fare con 

      DaysInn entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 40	 	 FRONT

      OFFICE	 	 SERVIZIO
      FAX

      PER CLIENTI	 	 Tutte
      le proprietà devono offrire un servizio fax disponibile 24 ore
      su 24.	 	 Da
      fare assolutamente entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	  41	 	 FRONT

      OFFICE	 	 KIT
      DI PRONTO 

      SOCCORSO	 	 Il
      Front Desk e la lavanderia devono essere munite di un kit di pronto soccorso
      completo contenente antisettico,cerotti, collirio e crema per ustioni.

       Le norme locali
      prevalgono comunque su queste disposizioni.	 	 Da
      fare assolutamente entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 42	 	 FRONT

      OFFICE	 	 SEGNALETICA
      

      PER FRONT DESK	 	 Una
      targa con il simbolo Days Inn ed un cartello che indichi la disponibilità
      di camere per non-fumatori sono previste al Front Desk. 	 	 

      Non è necessario.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 43	 	 FRONT

      OFFICE	 	 OGGETTI

      SMARRITI	 	 Tutti
      gli oggetti smarriti dai clienti devono essere etichettati, riposti in luoghi
      sicuri e registrati sull’apposito registro contenente:

       •  
      la descrizione dell’ articolo

      •   la
      data ed il luogo di 

          ritrovamento

      •   il
      nome della persona che

          l’ha ritrovato.

       Gli oggetti
      dovranno essere conservati almeno per il numero di giorni previsti dalla
      legge. 	 	 Oggetti
      smarriti non di tanto valore sono tenuti nell’office di ogni piano.
      

      

      Da modificare il modo di conservazione entro 01.04.04.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 44	 	 FRONT

      OFFICE	 	 FORMAZIONE

      GENERAL

      MANAGER	 	 E’
      fortemente consigliato che ogni General Manager sia iscritto al corso di
      formazione organizzato dal Days Inn Learning Center entro 30 giorni dall’assunzione
      e che partecipi al suddetto corso entro 120 giorni .	 	 Da
      fare con 

      DaysInn entro 01.04.04.	 	 



License Agreement
  Dozza - 38





	 	Location:
      Dozza

      Unit No.: 15058



RESERVATION
  SYSTEM ACCESS AGREEMENT

                This
“Agreement” is made and entered into as of 1 March, 2004 between between DAYS MASTER ITALIA
S.p.a., an Italian company with liability limited by stock, (“we”, “our” or “us”),
and HOSPITALIA S.p.a., an Italian company with liability limited by stock (“you” or “your”).
The definitions of all capitalized terms are found in Appendix A.

                Recitals.  We are the Master Licensee under the Master License Agreement. We have granted to you a license
to operate the Facility using the Brand System at a specified location, as provided in the Franchise
Agreement. We are authorized under the Master License Agreement to grant licenses to access the Central
Reservation System to franchisees under Franchise Agreements. Company has evolved its Central Reservation
System software so as to offer full access to its standard features over the Internet for authorized
users without the need for specialized applications software resident in computers at Chain Facilities.
This Agreement applies only to users authorized for access to the Central Reservation System under
a separate agreement such as the Franchise Agreement.

In consideration of the following mutual promises, we and you agree as follows:

                Section
1. PTU Access Regime. (a) Access to Central Reservation System. During the period of time you are authorized to access the Central Reservation System under the Franchise
Agreement, you may use a PTU to access the Central Reservation System over the Internet. Company
will establish, and you will receive from us a property specific USER ID and Password and a complete
instruction guide to access the CRS Software through the PTU. We specify the configuration and capability
of the PTU in Appendix B. Company or we may, from time to time, change your password and the security
features you need to access the Central Reservation System using the PTU. Company or we will notify
you if and when any such changes occur so that your access to the Central Reservation System using
the PTU will be uninterrupted.

                (b)
PTU. We recommend that you obtain the PTU from an Approved Vendor who will be obligated to meet the configuration
requirements as set forth in Appendix B. You may obtain the PTU from any other source. If you obtain
your PTU from any source other than an Approved Vendor, you must verify with us and to Company in
writing that your PTU meets our configuration requirements. We may modify our configuration requirements
from time to time.

License Agreement Dozza - 39 





                (c)  Security Procedures and Protocols.  We may establish and inform you in writing about security features and methods to prevent unauthorized
access to the CRS Software and
  the Central Reservation System. You will follow the commercially reasonable
  security procedures and protocols we establish. You shall not permit the PTU
  to be used to breach, attack, evade, destroy or invade the Central Reservation
  System in violation of the security procedures and protocols. You shall safeguard
  the User ID and Password we give you as a trade secret, revealed only to your
  employees on a need to know basis. You will immediately inform us if and when
  you believe that the User ID and Password have been lost, stolen, misappropriated
  or compromised and will follow our instructions regarding any replacement User
  ID and Password. We may incorporate in the CRS Software security features that
  disable or identify any computer other than the PTU that seeks access to the
  Central Reservation System.

                (d)  Internet Access.  You must obtain and maintain access to the Internet at the Facility for the PTU using an Internet
Service Provider (an “ISP”) we specify or approve. You will not be able to access the Central
Reservation System except on an emergency, temporary basis except over the Internet.

                Section
2. Fees & Taxes. You must pay us a Software License/Access Fee of € 2,500.00 (two thousands five hundreds /00)
plus VAT for the License for the access and use of the CRS Software.  We are under no obligation to provide access to the Central Reservation System by a User ID
and Password until you have concluded payment arrangements satisfactory to us. We may apply any amounts
received to any outstanding invoices in any order.

                Section
3. License of Access to CRS Software and Training Materials. We grant to you a non-transferable, non-exclusive License to access and use the CRS Software from
the PTU and any Training Materials, subject to the conditions and limitations in this Agreement,
so that you can participate in the Central Reservation System, effective during the term described
in Section 14. We will provide and you will have access to the standard versions of the CRS Software
and copies of the Training Materials we are then releasing at the time of installation, as such may
be modified, updated or replaced from the versions in use at the time this Agreement is fully executed.
The CRS Software and Training Materials may be used only in conjunction with the PTU at the Facility,
and for the sole purpose of obtaining the Service. If the PTU Hardware malfunctions, the Property
Software and Training Materials may be used on other substantially identical computer hardware we
approve on a temporary basis while the malfunction continues.

                Section
  4. Title to CRS Software and Training Materials. Title to and ownership
  of the CRS Software and Training Materials shall remain with us or those entities
  that have authorized us to sublicense and use them, free from any claim or right
  of yours or the holder of any security interest, lien or encumbrance on the
  Facility or any of your other property. You will take such steps as may be necessary
  to prevent any person from acquiring any rights in the CRS Software or Training
  Materials superior to our rights. If any person attempts to establish any legal
  right in the Software or Training Materials, you shall promptly notify us in
  writing. The CRS Software and Training Materials are proprietary to us and/or
  our licensor, if any. Neither you nor any other person will transfer, sublicense,
  modify, decompile, copy or, except to your employees as needed for the purposes
  of this License, disclose the CRS Software or Training Materials to any other
  person or entity, without our prior written consent. The CRS Software and Training
  Materials are subject to the confidential information
  provisions of the Franchise Agreement, which are incorporated by reference into
  this Agreement.

License Agreement Dozza - 40






                Section
5. Internet; Electronic Mail.  (a) Brand Information Source.  The Company will create and maintain on the internet or its own intranet accessible through
or over the internet the Brand Information Source, which will contain some or all of the following
topics accessible to you after you comply with the Company’s security access features, if any: Personnel
and Training Matters; General Manager Reference Guide; Purchasing Guide; System Standards Manuals;
Brand Standards Forms; Quality Assurance; Customer Service; Design and Construction; Sales, Marketing
& Public Relations; Brand Calendar; Reports and Yield Management; and Franchise Services. The
Company may modify, add, delete and replace topics from time to time at its discretion. 

                (b)  Electronic Mail.  You will be assigned an electronic mail address which will become active when you activate your
Internet service. You must maintain this mailbox and follow our instructions regarding electronic
mail from us or the Company. You recognize that electronic mail is an important means of communication
between we and you, and between the Central Reservation System and you, and you consent to receive
and agree to accept electronic mail from us or the Company sent to you as long as the Franchise Agreement
is in effect. You agree that you will not abuse the electronic mail system, violate any applicable
law, or send any defamatory, illegal, pornographic, obscene or offensive materials, and will not
knowingly or willfully transmit any electronic mail message that contains a computer virus, trojan
horse, worm, logic bomb or other device, file, attachment, program or message intended to disrupt
or affect the functioning or presentation of any computer or electronic system. 

                Section
6. CRS Software Enhancements and Modifications; PTU Changes. We may modify, enhance and rewrite the CRS Software from time to time. So long as you are not in
default under this Agreement or the Franchise Agreement, we will notify you of modifications to the
CRS Software in accordance with our Chain-wide plan. We may offer certain optional and mandatory
modifications, features, and enhancements for additional license fees, installation and training
charges, maintenance fees and other terms as we may establish. You will comply with our installation,
use and maintenance instructions regarding mandatory enhancements and modifications. As part of a
Chain-wide plan, we may change the configuration requirements from time to time, and you must obtain
additional or replacement Hardware or new or later versions of the Communications Software if necessary,
to access enhanced or modified versions of the CRS Software. As part of a Chain-wide plan, we may
require you to purchase additional or replacement communications hardware or software, additional
random access memory, or additional hard disk drive storage for your Hardware, and install the same
as part of the PTU to keep pace with changes in the required methods and means of communications
between Chain Facilities and the Central Reservation System, the Brand Information Source, and the
Email Network, and to improve the efficiency and functionality of the Software.

                Section
  7. Access to Information. You agree that your authorization to access
  information through the CRS Software is limited to information about your Facility,
  and to information of a general nature made available to authorized users of
  the CRS Software. Under no circumstances shall you attempt to gain access through
  the PTU, or by any other means,  to
  information stored on or available through the CRS or the Brand Information
  Source which you are not authorized to view or receive. You shall establish
  commercially reason security measures for the PTU that will prevent any unauthorized
  use of the PTU or attempt to access the Central Reservation System.

License Agreement Dozza - 41






                Section
8. Maintenance. (a) Hardware. You will obtain all maintenance, repairs or adjustments of Hardware from the manufacturer of the Hardware
or its authorized service providers. You will perform all user-required maintenance procedures specified
by the manufacturer of the Hardware as and when recommended or required, and will obtain required
maintenance from authorized service providers at recommended or required intervals. 

                (b)  CRS Software. So long as you are not in default under this Agreement or the Franchise Agreement, we will cause the
CRS Software to function in accordance with its documentation to enable communication between the
PTU and the Central Reservation System according to the standards, procedures and protocols we prescribe
in writing from time to time. 

                (c)  Hardware Failure. We will provide a toll-free telephone number for reporting PTU problems. In the event that you are
unable to interface with the Central Reservation System because of PTU malfunction, and you are not
in default of this Agreement or the Franchise Agreement, we will make good faith efforts to place
reservations at the Facility through the use of other means and/or facilities. 

                (d)  Communications.  We are not responsible for maintaining the connection between the PTU and your Internet Service
Provider (ISP), or any service interruptions or performance or access issues with the CRS Software
arising from the reliability or quality of service offered by your ISP. We will use commercially
reasonable efforts to assist you with resolving these issues but we do not warrant that such efforts
will be successful. We may, in our sole discretion, provide dial-up or other service on a temporary
basis.

                Section
9. Indemnification. You will indemnify and hold harmless us, the Company, and each of the respective affiliates, successors
and assigns, directors, officers and employees associated with the Company or us against all claims
of employees, agents, guests, and all other persons and entities, arising out of the operation, use
or non-use of the CRS Software. Neither the Company nor we shall be liable to you or any other person
or entity for personal injury or property loss, including but not limited to, damage to the Facility,
as a result of the operation, use or non-use of the CRS Software.

                Section
10. Software Warranties. We make the following warranties for the Software:

License Agreement Dozza - 42



                (a)  We
  warrant that following the Acceptance Date, the CRS Software will perform
  the functions and operations we specify when accessed from the PTU at the Facility
  (but no other hardware), using the ISP we specify, provided you follow our written
  instructions, install Property Software updates and modifications and make corrections
  as directed, and are not in default under this Agreement or the Franchise Agreement.
  Our sole obligation under this warranty shall be to remedy any nonperformance
  of the CRS Software within a reasonable
  time after you report it to us. WE DO NOT WARRANT IN ANY WAY THE PERFORMANCE
  OR FUNCTIONING OF THE CRS SOFTWARE UNLESS IT IS ACCESSED FROM A PTU CERTIFIED
  BY US OR AN APPROVED VENDOR. ALL WARRANTIES UNDER THIS SUBSECTION ARE CONTINGENT
  UPON PROPER USE OF THE PTU AND SHALL NOT APPLY IF YOU OR YOUR HARDWARE VENDOR
  WHO IS NOT AN APPROVED VENDOR FAIL TO COMPLY WITH THE PROVIDED INSTALLATION
  AND OPERATING INSTRUCTIONS, MAKE OR PERMIT THE UNAUTHORIZED ALTERATION OR REPAIR
  OF THE PTU, OR FAIL TO IMPLEMENT ALL UPDATES OR CORRECTIONS TO THE PTU ABOUT
  WHICH WE NOTIFY YOU.

                (b)  We
have the right to license access to the CRS Software to you under this Agreement and, to the best
of our knowledge, the CRS Software does not infringe any Intellectual Property Rights of any third
party.

                Section
11. No Liability for Information. NEITHER WE NOR THE COMPANY WILL BE LIABLE FOR ANY CLAIMS OR DAMAGES RESULTING FROM ANY INCORRECT
INFORMATION GIVEN TO US OR INPUT INTO THE CENTRAL RESERVATION SYSTEM BY ANY PERSON OTHER THAN US.
IN ADDITION, IF WE PERMIT YOU TO UTILIZE THE PTU AND/OR CENTRAL RESERVATION SYSTEM TO COMMUNICATE
WITH ANY PERSON BESIDES US, THE COMPANY, AN AFFILIATE OF OURS, OR OUR FRANCHISEES, NEITHER WE NOR
THE COMPANY SHALL BE LIABLE FOR THE INPUT, FORMAT, TRANSMISSION OR MANIPULATION OF ANY INFORMATION
SO COMMUNICATED, UNLESS IT IS AFFECTED DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY
OR US.

                Section
12. No Other Warranties. NEITHER WE NOR THE COMPANY MAKE ANY OTHER WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY ABOUT THE DESIGN OR CONDITION OF THE CRS SOFTWARE, ITS MERCHANTABILITY,
ITS FITNESS FOR ANY PARTICULAR PURPOSE, OR ITS CONFORMANCE TO THE PROVISIONS AND SPECIFICATIONS OF
ANY ORDER OR DOCUMENTATION RELATING THERETO.

                Section
13. Damage Limitation. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL WE, THE COMPANY OR
ANY RELATED PARTY BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING,
BUT NOT LIMITED TO, LOST PROFITS OR REVENUES; AND FURTHERMORE, THE LIABILITY OF US AND THE COMPANY
FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNTS PREVIOUSLY PAID BY YOU TO US
FOR THE LICENSE UNDER THIS AGREEMENT.

                Section
  14. Term.  This Agreement will be effective from the date of execution
  by you and us and shall continue in full force and effect until expiration of
  the term of your license to operate the Facility under the Franchise Agreement,
  unless earlier terminated in accordance with this Agreement. The License of
  the CRS Software and Training Materials commences on the Acceptance Date and
  expires at the same time your license to operate the Facility
  under the Franchise Agreements terminates, unless earlier terminated in accordance
  with this Agreement.

License Agreement Dozza - 43






                Section
15. Your Default. If any one of the events described in Section 16 that gives us the right to terminate occurs, or
the CRS Software becomes inaccessible or fails to perform properly by your act or omission, or you
assign or transfer, or attempt to assign or transfer the right to access the CRS Software without
our consent, except as permitted under the Franchise Agreement, then to the extent permitted by applicable
law, we shall have the right to suspend the CRS Software maintenance service, while the default remains
uncured. We may suspend access by means of affecting your USER ID and Password, which may require
a new or modified User ID or Password if and when access to the Service resumes.

                Section
16. Termination. (a) We shall be entitled to terminate the License immediately: (a) If you violate or attempt to violate
Section 1, paragraph (c) or Section 5 of this Agreement; (b) If you default in a payment required
pursuant to this Agreement or any other agreement between you and us, and the default continues uncured
for a period of 10 days after we give you written notice of default; (c) If you default under any
other obligation under this Agreement, and the default continues uncured for a period of 30 days
after we give you written notice of default; (d) If the method of access to the CRS Software contemplated
by this Agreement is rendered obsolete in our sole judgment based upon technological advances or
improvements, changes in the Service or any other reason; or (e) If the license granted under the
Franchise Agreement expires or terminates for any reason and is not immediately replaced by an express
written agreement between you and us for a license to continue operation of the Facility with the Chain.

                (b)
If this Agreement terminates, you will immediately return the originals and all copies of the Training
Materials unencumbered to us. You will certify to us in writing that the original and all copies
have been returned or destroyed. YOU EXPRESSLY WAIVE ANY RIGHT TO NOTICE OF OR A HEARING WITH RESPECT
TO REPOSSESSION AND CONSENT TO ENTRY INTO THE FACILITY BY OUR AGENTS OR REPRESENTATIVES OR ANY PREMISES
WHERE THE TRAINING MATERIALS MAY BE LOCATED AND REMOVING THEM WITHOUT JUDICIAL PROCESS. If you fail
or refuse to permit the peaceable entry by our agents to take possession of any Training Materials
we own, you will be liable for rental of the Training Materials at the rate of $500.00 per week from
the date that we first attempt to retake it.

                Section
17. Additional Terms. (a) Costs and Expenses. The non-prevailing party will pay the costs and expenses incurred, including reasonable attorneys’
fees and the expenses of retaking the Software and Training Materials, incurred by the prevailing
party to enforce this Agreement.

                (b)  Other Relief. We may obtain the remedy of injunctive relief without the posting of a bond if you violate your obligations
regarding confidentiality, non-disclosure, transfer or limitations on Software use under this Agreement.

                (c)  Force
  Majeure. If performance by you or us is delayed or prevented because of
  strikes, inability to procure labor or materials, defaults of suppliers or subcontractors,
  delays or shortages of transportation, failure of power or telephone transmissions,
  restrictive governmental
  laws or regulations, weather conditions, or other reasons beyond the reasonable
  control of the party, then performance of such acts will be excused and the
  period for performance will be extended for a period equivalent to the period
  of such delay. Delays or failures to pay resulting from lack of funds will not
  be deemed delays beyond your reasonable control.

License Agreement Dozza - 44






                (d)  Notices. Notices will be effective if reduced to writing and delivered, by next day delivery service, with
proof of delivery, by facsimile transmission immediately followed by first class mailing of the original
material, or mailed by certified or registered mail, return receipt requested, to the appropriate
party at its address in this Agreement or to such party at such address as may be designated by notice
in accordance with this Section. Notices will be deemed given on the date delivered or date of attempted
delivery, if service is refused.

                (e)  Your Forms. We are not bound by any terms of your purchase order forms or notices of acceptance which attempt
to impose any conditions at variance with our terms and conditions included in this Agreement or
in our invoices, standards manuals, technical specifications or elsewhere. Our failure to object
to any provision contained in your printed form is not a waiver of any provision of this Agreement.

                (f)  Oral Modifications. This Agreement may not be amended, modified or rescinded except in writing, signed by both parties
and any attempt to do so shall be void and of no effect.

                (g)
Governing Law. This Agreement will be governed by and construed under the laws of the Republic of Italy. 

                (h)
Waiver. If either you or we fail to exercise any right or option at any time under this Agreement, such failure
will not be deemed a waiver of the exercise of such right or option at any other time or the waiver
of a different right or option. Termination of this Agreement by either we or you will not waive
your obligation to make any payments to us under this Agreement.

                (i)
Severability. If any provision of this Agreement is determined to be void or unenforceable, the provision shall
be deemed severed from the Agreement and the remainder of this Agreement shall continue in full force
and effect.

                (j)
Entire Agreement. This Agreement supersedes all prior oral and written agreements and understandings and constitutes
the entire Agreement between the parties with respect to the subject matter hereof.

                (k)
No Third Party Beneficiary. This Agreement is intended for the sole benefit and protection of the named parties, and no other
persons or entities shall have any cause of action or right to payments made or received under this
Agreement except for any owners of the CRS Software who have licensed or authorized us to sublicense
the same to you.

                (l)  Successors
  and Assigns. This Agreement shall inure to the benefit of and be binding
  upon the parties, their successors and permitted assigns. Notwithstanding the
  above, you may not assign this Agreement without our express written consent, except as permitted
  under the Franchise Agreement.

License Agreement Dozza - 45






                 (m) Arbitration. All controversies, disputes or claims arising in connection with, from or with respect to this Agreement,
including those ones connected to its validity, interpretation, compliance and termination, shall
be submitted for arbitration to a sole arbitrator jointly appointed by you and us or, in case of
disagreement about the designation of the arbitrator, by the President of the Court of Rimini. The
arbitrator shall judge the settlement under terms and procedures of Italian law under the rules of
the paragraph 806 and following of the Italian c.p.c.. The fee of the arbitrator shall be those minimum
provided by the arbitrator’s professional association. The arbitration proceeding shall have
to be conducted in Rimini, Italy.

                IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date set forth
in the preamble to this Agreement,

WE:

  Days Master Italia
  S.p.a.


/s/ Andrea Cesaretti

  Title: President


YOU, as
  licensee:

  Hospitalia S.p.a.


/s/ Graziella
  Bortolazzi

  Title: CEO


	Your address:	Via Francesco Sforza
      15, 20122 Milano, Italy - Attention: Mrs. Graziella Bortolazzi
	Your fax No.:	+ 39 02 76388737


License Agreement Dozza - 46






APPENDIX
  A

“Acceptance Date” means the date that the PTU is tested successfully as set forth in Section 7 of this Agreement.

“Approved Vendor”  means a vendor of computer hardware that we identify as an Approved Vendor before your purchase
of hardware for the PTU.

“Brand Information Source”  means the electronic web site or portal maintained by or for us or the Company from which information
is available to Franchisees.

“Brand System”  means the business format franchise system and method of doing business defined under the Franchise
Agreement.

“Central Reservation System” means the computerized central reservation system that we maintain (directly or by subcontracting with
an affiliate or one or more third parties), pursuant to which the Service is provided to you.

“Chain Facilities” means the guest lodging facilities operating under the Brand System.

“Communications Software” means the software described on Exhibit A and any additional and replacement software we require to
be installed and maintained on the Hardware to facilitate the electronic mail, Internet connectivity
and capability, brand information source access and other functions.

“Company”  means Howard Johnson International, Inc., a corporation organized and existing under the laws
of the State of Delaware, U.S.A., which owns and operates the Brand System.

“CRS Software” means the computer programs resident at the Central Reservation System to which you will be provided
access to under this Agreement, and any substituted, modified, updated and enhanced versions, releases
and additions to previously delivered software pursuant to this Agreement that function to permit
access from the PTU at the Facility to the Central Reservation System and that may perform additional
functions.

“Email Network”  means the electronic mail system the Company establishes and maintains to enable electronic
communication between and among Chain Facilities, the Central Reservation System, the Company and
us.

“Facility” means the Brand System guest lodging facility which you are licensed to operate using the Brand System
under the Franchise Agreement.

“Franchise Agreement” means the License or Franchise Agreement between you and us granting to you the non-exclusive right
to operate the Facility under the Brand System.

“Hardware” means the computer hardware, including the operating system software, installed at the Facility you
obtain and dedicate to operation of the Property Software as part of the PTU that conforms to our
configuration requirements.

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“Installation Date” means the date on which a Franchisee has installed and begins operating the PTU.

“Intellectual Property” or “Intellectual Property Rights” means any patents, copyrights, trade secrets or similar property rights owned by any person or entity
in the CRS Software.

“License” means the non-transferable, non-exclusive right to access the CRS Software and use the Training Materials
granted to you under this Agreement.

“Licensee” means the person or entity set forth in the introductory paragraph of this Agreement, its successors
and assigns, only as permitted in the Franchise Agreement.

“Master License Agreement”  means the Master License Agreement between us, as Master Licensee and with Company, as the Master
Licensor, giving us the right to enter Franchise Agreements and operate the Brand System in the Territory.


“Master Licensor” means the party that licenses us to operate the Brand System in a specified Territory under the Master
License Agreement.

“Opening Date” means the date on which we authorize you to open the Facility for business identified by the Chain’s
service marks and under the Brand System.

“Property Software”  means the means the computer programs in object code form loaded on the Hardware at the Facility
including the Communications Software that meet the standards of this Agreement and that enable the
PTU to communicate with the CRS Software over the Internet. 

“PTU”  or “Property Terminal Unit” means the Hardware and Property Software located at the Facility that meets the standards of this
Agreement.

“Service”  means the basic service provided by the Central Reservation System for placing and receiving
lodging reservations within the Chain, as well as such other services as we may develop and provide
in the future, upon conditions including fees which we, in our sole discretion, may place in effect
under the Franchise Agreement.

“Training Materials” means the various training modules, written materials and audio and video tapes, as enhanced from time
to time, which are provided to instruct you in the utilization of the CRS Software.

“We, “our” or “us”  means Days Master Italia S.p.a., an Italian company limited by stock with office in Via Tripoli
185, 47900 Rimini, Italy, its successors and assigns.

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APPENDIX
  B

DESCRIPTION
  OF PTU

  HARDWARE CONFIGURATION
  REQUIREMENTS

  AND SOFTWARE
  FUNCTIONALITY

                Hardware. IBM (or compatible) PC 300 GL personal computer, with at least 32 MB RAM, 2 GB hard disk drive, 3.5“
disk drive; internal 12x CD ROM; Sound Card; Ethernet adapter (network card), 15” SVGA
color monitor, 56kb Courier modem ; Lexmark Optra K printer with cable, Windows 95/98; surge protector.
No other applications software should be loaded. 

                Communications Software. E-mail (Microsoft Outlook Express, Internet Browser/Capabilities - Microsoft Internet Explorer v
5.0. No other version of Internet Explorer should be used. 

                CRS Software Functionality. The CRS Software will provide the following minimum functions:

	•	Inventory
      Control
		 
	•	Maintenance
      of Rates
		 
	•	Setting of
      Allocations
		 
	•	Creation
      or adjustment of groups
		 
	•	Property
      to property reservations
		 
	•	Running of
      Reports (inventory, rate, group, arrival/departure/cancellation lists)
		 
	•	Retrieval
      of Messages
		 
	•	Reporting
      of Revenue
		 
	•	Update travel
      agent commissions
		 
	•	Create travel
      agent records


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